| · | In the first quarters•
For 2021 the compensation committee maintained Mr. Littlefair’s base salary at his 2020 level (it has been at the same level since 2015) and increased the base salaries of Messrs. Vreeland, Pratt and Corbus by 13%, 8% and 8%, respectively. •
Based on our performance results achieved for 2021, the compensation committee awarded cash incentives under our 2021 performance-based cash incentive plan to our named executive officers above each executive’s target incentive. •
In the first quarter of 2020 and 2021, the compensation committee granted RSUs and stock options to our named executive officers, in accordance with our regular grants of long-term incentives to employees. •
In December of 2021, the compensation committee introduced two new types of performance-based stock option awards that were granted to the named executive officers as additional long-term
incentives. The first new performance-based option is structured to incentivize securing additional GGEs of RNG supply via investment to increase the volume of our RNG deliveries, and the vesting of 100% of each grant is subject to the Company’s attainment of RNG supply milestones. The second new performance-based option is structured to incentivize long-term appreciation in the value of our shares, and the vesting of 100% of each grant is subject to the Company’s attainment of a stock price representing a greater than 100% premium above the closing price of a share of common stock on the grant date. The compensation committee determined in December that the Company was at a critical juncture and that it was of primary importance to incentivize the named executive officers to (1) create long-term stockholder value by increasing the Company’s price per share and (2) strategically execute on expanding our RNG business over the long-term. The December grants represent the largest component of each named executive officer’s 2021 compensation and are intended to provide a meaningful performance-based equity incentive over a number of years going forward. Because of the December grants, the compensation committee determined it will not grant any additional equity awards to named executive officers in calendar 2022. | | | Introduced new performance-based option grants in December of 2021 to incentivize strategic investment in our RNG business and long-term share price appreciation. No additional equity awards will be made to named executive officers in accordance with our regular grants of long-term incentives to employees.calendar 2022. | | |
| · | For 2021 the compensation committee maintained Mr. Littlefair’s base salary at his 2020 level (it has been at the same level since 2015) and increased the base salaries of Messrs. Vreeland, Pratt and Corbus by 13%, 8% and 8%, respectively. |
Compensation Program Objectives and Philosophy Our compensation committee oversees the design and administration of our executive compensation program. The primary objectives of our executive officer compensation program are to attract, retain and motivate talented and dedicated executive officers; to reward individual performance and achievement of key corporate objectives, including the objectives set forth in our annual strategic plan, without promoting excessive or unnecessary risk-taking; to align the interests of our executives with those of our stockholders; and to provide compensation that we believe is fair in light of an executive’s experience, responsibilities, performance and tenure with our Company and in relation to the compensation provided to other executives of our Company and comparable executives at certain peer companies.
To achieve these objectives, we maintain an executive compensation program that includes the following components: base salary, cash incentives, equity incentives, change in control and post-termination severance compensation and other benefits. The compensation committee developed our executive compensation program by drawing on its experience and judgment in establishing programs it believes are appropriately rewarding and responsible for a growth company in a developing industry. The compensation committee reviews and evaluates our executive compensation program, including its objectives and the forms of compensation used to achieve these objectives, on at least an annual basis, and adjusts the program as it deems appropriate and considers factors relevant in establishing appropriate levels and mix of compensation for our executives. Process for Determining Executive Compensation The compensation committee’s general practice is to establish the annual compensation mix and levels for each of our executives inat the beginning of each fiscal year, typically in our first quarter in connection with annual performance reviews. Performing this process after the end of the prior year allows the compensation committee to incorporate into its analysis information on the Company’s and each individual’s performance during the prior year and to assess each executive’s overall contributions to the Company. The compensation committee then compiles this information to establish annual base compensation and performance-related targets and to adjust long-term incentives as appropriate. However, as discussed above and below, the compensation committee spent significant time in the third and fourth quarter of 2021 evaluating the structure of our long-term equity incentive awards, and in connection with the introduction of two new types of performance-based options, determined to grant the named executive officers their long-term incentive award in December of 2021. Because of the December grants, the compensation committee determined it will not grant any additional equity awards to named executive officers in calendar 2022.
Our compensation committee has the authority to engage the services of compensation consultants or other experts or advisors as it deems appropriate in fulfilling its responsibilities. In 2012,responsibilities and has retained the compensation committee engagedservices of Semler Brossy Consulting Group, LLC (“Semler Brossy”) to assist the committee in performing its responsibilities.. The compensation committee has the sole authority to approve the terms of this engagement, and Semler Brossy reports solely to the compensation committee only under this engagement. Before engaging Semler Brossy, the compensation committee determined that Semler Brossy was independent and that its work would not raise any conflicts of interest after taking into consideration the factors set forth in applicable Nasdaq and SEC rules.
Compensation Consultant’s 20172021 Review In the third quarter of 2016,2021, the compensation committee instructed Semler Brossy to complete a full review of the Company’s executive and director compensation programsprogram within the context of the competitive market, including comparing the Company’s executive and director compensation components and levels with a group of selected peer companies and general industry survey data regarding executive compensation practices at companies with a similar market capitalization as our Company at the time of the review. Although thethat is described in more detail below. The compensation committee primarily utilized and relied upon the review and other information provided byconsulted with Semler Brossy in connection with its 2017 compensation decisions, the compensation committee also referenced someintroduction of the information provided by Semler Brossytwo new types of performance-based options granted in making certain 2020 compensation decisions.We expect that the compensation committee will engage Semler Brossy inDecember, 2021 to complete another review of the Company’s executivefor 2022 and director compensation programs.
beyond. Selecting a group of our peer companies is challenging for many reasons, including principally our belief that we are the only publicly traded company, whosethe primary line of business of which is to sell RNG, CNG and LNG for use as a vehicle fuel. In selecting our peer companies for compensation purposes, our compensation committee generally sought to identify companies that are similar to us across a number of metrics and that, in the compensation committee’s view, compete with us for talent. As a result, with the assistance of Semler Brossy and with input from management, our compensation committee developed a group of peer companies in the third quarter of 2016 consisting of stand-alone, publicly traded companies that were of a similar size as us, based on revenue and market capitalization at the time the peer group was developed; have complex structures; and operate in our industry or in another heavily regulated energy or non-mature industry. In 2017,2021, the compensation committee selectedworked with Semler Brossy to review our peer group given our strategic shift to producing RNG in addition to our downstream distribution of natural gas. Based on Semler Brossy’s recommendations, the compensation committee approved the following 23 companies as our peer companies for compensation purposes, which we refer to collectively as the “Peer Group,Group.” and the Peer Group has been modified since 2017 to remove companies that are no longer subject to the requirements of the Exchange Act and to reflect changes to names because of business combinations or acquisitions.
| | Aemetis, Inc. | | | AeroVironment, Inc. | | | Ameresco, Inc. | | | | Ballard Power Systems, Inc. | | | Battalion Oil Corporation | | | Bloom Energy Corporation | | | | Broadwind, Inc. | | | Callon Petroleum Company | | | Covanta Holding Corporation | | | | Darling Ingredients, Inc. | | | Enphase Energy, Inc. | Par Pacific Holdings, | | FuelCell Energy, Inc. | | AeroVironment, | Gevo, Inc. | EXCO Resources, | | Green Plains, Inc. | | | Montauk Renewables, Inc. | | | | Northern Oil and Gas, Inc. | | | Ormat Technologies, Inc. | | | Plug Power, Inc. | | Broadwind Energy, Inc. | FuelCell Energy, Inc. | Power Solutions International, Inc. | Callon Petroleum Co. | Green Plains, Inc. | Renewable Energy Group, Inc. | Chart Industries, Inc. | Halcon Resources | Rice Acquisition Corp. | High Point Resources | Cheniere Energy, Inc. | Northern Oil & Gas, Inc. | Talos Energy | Covanta Holding Corp. | Alto Ingredients | W&T Offshore, Inc. | | | Westport Fuel Systems, Inc. | | | W&T Offshore, Inc. | | | | |
For compensation decisions in 2020 and
As of June 15, 2021 to date, the compensation committee did not tie named executive officer compensation (either specific elements of compensation or total compensation levels) to any predetermined benchmark but did continue to usewhen the Peer Group data as onewas initially constructed, our 200-day average market capitalization was at the 57th percentile of many reference points when setting executive officer compensation levels through the exercisePeer Group companies, while our trailing twelve-month revenues and EBIT were at the 37th percentile and 51st percentile of its business judgment.the Peer Group companies, respectively. The compensation committee believes benchmarking may not always be the most appropriate tool for setting compensation due to aspects of our business, objectives, and the way we’ve structured executive roles that may be unique to us. As a result, the compensation committee retains discretion to vary executive compensation components and levels from targeted marketlevels. For compensation decisions in 2021 and heading into 2022, the compensation committee did not tie named executive officer compensation (either specific elements of compensation or total compensation levels) to any predetermined benchmark but did continue to use the Peer Group data as one of several reference points by any degree and at any time.when setting executive officer compensation levels through the exercise of its business judgment.
Review of Stockholder Say-on-Pay Votes Consistent with the preference of our stockholders, which was expressed at our annual meeting of stockholders held in May 2018, our stockholders can cast an advisory vote on executive compensation, or a “say-on-pay” vote, once every year, and the next such vote will occur at the Annual Meeting. At the Company’s annual meeting of stockholders held in 2020,2021, our executive compensation received a favorable advisory vote from approximately 95.09%95% of the votes cast on the proposal at the meeting (which excludes abstentions and broker non-votes). We believe the high degree of support on our 2021 say-on-pay proposal, together with a similar high degree of support on our 2020 say-on-pay proposal, demonstrates that stockholders support our executive compensation program design. We expect to actively engage with our stockholders to discuss various compensation and governance matters and consider their feedback in determining named executive officer compensation. The compensation committee will also continue to consider the outcome of the Company’s say-on-pay votes, as well as this direct stockholder input, when making future compensation decisions for our named executive officers and in respect of our compensation program generally. Components of Compensation Our named executive officers’ compensation consists of the following components: | · | Performance-based and discretionary cash incentives; |
| · | Change in control and post-termination severance compensation; and |
| · | Other benefits that are generally available to all of our salaried employees. |
•
Base salary; •
Performance-based annual cash incentives; •
Equity incentives; •
Change in control and post-termination severance compensation; and •
Other benefits that are generally available to all of our salaried employees. The following charts showchart shows the mix of components of compensation for our named executive officers for 2020: 
2021: ![[MISSING IMAGE: tm223596d1-pc_compen4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-043683/tm223596d1-pc_compen4c.jpg) The compensation committee views the various components of compensation as distinct methods of achieving the various objectives of our compensation program and, as a result, it generally does not believe significant compensation derived from one component should negate or reduce compensation from other components. The compensation committee does, however, review and evaluate each executive’s total compensation, and it may make decisions regarding levels of certain compensation components based on this evaluation of overall compensation, including, for instance, determinations regarding target levels under our performance-based cash incentive plan or determinations regarding discretionary cash incentives.plan. The compensation committee also strives to provide an appropriate mix of long-term and short-term, cash and non-cash, and different forms of non-cash compensation; however, the compensation committee has not adopted formal plans or programs that allocate total compensation among these various characteristics.
In determining the mix and level of compensation components for our named executive officers, Mr. Littlefair typically makes recommendations to our compensation committee regarding appropriate pay. After reviewing Mr. Littlefair’s recommendations, our compensation committee makes the final determination regarding compensation mix and levels for each of our named executive officers. Although Mr. Littlefair submits recommendations to the compensation committee regarding his own proposed compensation, which the committee may taketakes under advisement, in its discretion, Mr. Littlefair does not participate in the compensation committee’s deliberations regarding his own compensation. Mr. Littlefair’s recommendations, and the compensation committee’s decisions, regarding the mix and level of compensation components for each of our named executive officers are based on a number of factors, including, among others, the individual’s performance and contribution to our strategic plan and other business objectives; the Company’s overall performance in light of business and industry conditions; general industry trends and market reference points; the level of the individual’s responsibility; the seniority of the individual; the individual’s long-term commitment to our Company; the available pool of individuals with similar skills; retention risk for the individual; principles of pay equity and relative pay (we generally believe that executives with comparable experience, levels of responsibility and performance deserve comparable compensation, and that more experienced executives with a greater degree of responsibility and higher performance levels deserve higher levels of compensation on a relative basis); the role of each compensation component in achieving the objectives of our executive compensation program; and the compensation committee’s business judgment and experience.
We provide base salaries to recognize the experience, skills, knowledge, and responsibilities of our named executive officers; reward individual performance and contribution to our overall business goals; and retain our executives. The compensation committee reviews base salaries annually and relies on its judgment and discretion in determining the amount of each named executive officer’s base salary. Proposed base salaries are prepared by Mr. Littlefair and recommended to the compensation committee for its consideration and approval.
The compensation committee determined to maintain 2020 base salaries for our named executive officers at their 2019 levels. In making this conclusion the compensation committee considered Mr. Littlefair’s recommendations; the Company’s performance, in light of business and industry conditions; the compensation committee’s assessment of each executive’s performance, experience, responsibilities, work demands and tenure, as well as the retention risk associated with each executive; and the Company’s key objectives of conserving cash resources and limiting selling, general and administrative expenses.
For 2021, the compensation committee determined to maintain Mr. Littlefair’s base salary at his 2020 level (it has been at the same level since 2015) and to increase the base salaries of Messrs. Vreeland, Pratt and Corbus by 13%, 8% and 8%, respectively. Messrs. Pratt’s and Corbus’ base salaries had not increased since 2014 and Mr. Vreeland’s base salary was increased to better align his compensation with his responsibilities and the base salaries of our other senior executives. Base salaries for our named executive officers in 2019, 2020 and 2021 are as follows: | | | 2019 Base | | | 2020 Base | | | 2021 Base | | | | | Salary | | | Salary | | | Salary | | | Named Executive Officer | | | ($) | | | | ($) | | | | ($) | | | Andrew J. Littlefair | | | 700,812 | | | | 700,812 | | | | 700,812 | | | Robert M. Vreeland | | | 400,000 | | | | 400,000 | | | | 450,000 | | | Mitchell W. Pratt | | | 481,268 | | | | 481,268 | | | | 519,769 | | | Barclay F. Corbus | | | 443,415 | | | | 443,415 | | | | 478,888 | |
| Named Executive Officer | | | 2020 Base
Salary
($) | | | 2021 Base
Salary
($) | | | Andrew J. Littlefair | | | | | 700,812 | | | | | | 700,812 | | | | Robert M. Vreeland | | | | | 400,000 | | | | | | 450,000 | | | | Mitchell W. Pratt | | | | | 481,268 | | | | | | 519,769 | | | | Barclay F. Corbus | | | | | 443,415 | | | | | | 478,888 | | |
2021 Performance-Based Cash Incentive Plan and Discretionary Incentive Our compensation committee believes cash incentives are important to focus our management on, and reward our executives for, achieving Company financial and strategic objectives on an annual basis, as well as to deliver adequate retention value when combined with our other incentive programs, which may be denominated in equity and/or designed to incentivize performance over a longer term than annually. The compensation committee has the discretion to determine performance criteria, consider factors and developments it deems relevant and award overall cash incentives in the amounts it deems appropriate.
Each year our compensation committee approves a performance-based cash incentive plan and pays incentives after reviewing our performance with respect to the criteria set forth in the plan. Further, our compensation committee may, in its discretion, award additional special discretionary cash incentives for extraordinary efforts or performance by our named executive officers that the compensation committee believes are not otherwise covered by the performance criteria in our performance-based cash incentive plan. Prior to 2020, noNo discretionary incentive awards had beenwere made since 2011.for 2021 performance. As further detailed in the table below, based on our performance for 2021, the compensation committee awarded Mr. Littlefair an incentive under our performance-based plan equal to 65.0%approximately 108% of his target (or “middle”) incentive and awarded the other named executive officers an incentive under our performance-based plan equal to 71.4%approximately 106% of their target (or “middle”) incentives for 2020, which was substantially below each named executive officer’s target incentive.| | | Percent of | | | | | | | | Target | | | Total | | | Name | | Incentive Paid | | | Payout | | | Andrew J. Littlefair | | | 65.0 | % | | $ | 506,142 | | | Robert M. Vreeland | | | 71.4 | % | | $ | 200,000 | | | Mitchell W. Pratt | | | 71.4 | % | | $ | 240,634 | | | Barclay F. Corbus | | | 71.4 | % | | $ | 221,708 | |
| Name | | | Target
Incentive | | | Percent of Target
Incentive Paid | | | Total
Payout | | | Andrew J. Littlefair | | | | $ | 778,680 | | | | | | 108% | | | | | $ | 839,337 | | | | Robert M. Vreeland | | | | $ | 315,000 | | | | | | 106% | | | | | $ | 334,611 | | | | Mitchell W. Pratt | | | | $ | 363,838 | | | | | | 106% | | | | | $ | 386,490 | | | | Barclay F. Corbus | | | | $ | 335,222 | | | | | | 106% | | | | | $ | 356,092 | | |
In addition, our compensation committee, in its discretion, awarded additional discretionary cash incentives to our named executive officers in the amounts set forth in the table below. Such incentives were paid for the significant strategic achievements detailed in this Compensation Discussion and Analysis which the committee determined reflected management’s efforts in leading the company through 2020 and, more importantly, effectively positioning the company for the future. The compensation committee had not awarded discretionary cash incentives since 2011. | | | Discretionary | | | Named Executive Officer | | Incentive | | | Andrew J. Littlefair | | $ | 253,071 | | | Robert M. Vreeland | | $ | 100,000 | | | Mitchell W. Pratt | | $ | 120,317 | | | Barclay F. Corbus | | $ | 110,854 | |
2020 Performance-Based Cash Incentive Plan
In the first halfFebruary of 2020,2021, the compensation committee approved a performance-based cash incentive plan that included base, middle and maximum performance targets as well as “stress”for each of the quantitative performance metrics described below. This was a return to our historic incentive plan design, and, “COVID”unlike in 2020, we did not include any specific COVID-adjusted targets that attempted to consider the anticipated negative effects from the COVID-19 pandemic.
for 2021. For 2020,2021, the total potential cash incentive award under our performance-based cash incentive plan for each of our named executive officers was based on the following (the financial performance criteria are prepared by our Chief Financial Officer based on our annual budget, as amended, and the strategic initiatives are developed by our Chief Executive Officer): | · | 33% was based on our adjusted EBITDA, which is a non-GAAP financial measure described below; |
| · | 25% was based on the volume of GGEs of RNG, CNG and LNG we delivered; |
| · | 22% was based on the achievement (as determined in the compensation committee’s sole discretion) of certain specified strategic initiatives; and |
| · | 20% was based on our volume margin, as defined below. |
•
33% was based on our adjusted EBITDA, which is a non-GAAP financial measure described below; •
25% was based on the volume of GGEs of RNG, CNG and LNG we delivered; •
22% was based on the achievement (as determined in the compensation committee’s sole discretion) of certain specified strategic initiatives; and •
20% was based on our volume margin, as defined below. We believe this combination of objective financial performance criteria that include both revenue and profitability measures, combined with tying a portion of the incentive to the achievement of strategic objectives, appropriately incentivized the named executive officers to achieve our business objectives for 2021. Performance Criteria.For 2020,2021, we defined the volume of GGEs of RNG, CNG and LNG we delivered as (1) the volume of GGEs we sell to our customers as fuel, plus (2) the volume of GGEs dispensed at facilities we do not own but where we provide operation and maintenance services on a per-gallon or fixed fee basis, plus (3) our proportionate share of the GGEs sold as CNG by our joint venture, Mansfield Clean Energy Partners, LLC. For 2020,2021, we defined volume margin as gross profit margin from the volumes of RNG, CNG and LNG we delivered, excluding gross profit margin from certain royalties and from our sales of credits we generate under federal and state programs by selling RNG and conventional RNG, CNG and LNG as a vehicle fuel, divided by the volumes of RNG, CNG and LNG we delivered (where “gross profit margin” is our volume-related revenue less our volume-related cost of sales). For 2020,2021, we defined adjusted EBITDA as net income (loss) attributable to Clean Energy, plus (minus) income tax expense (benefit), plus interest expense, minus interest income, plus depreciation and amortization expense, plus stock-based compensation expense, plus (minus) loss (income) from equity method investments, and plus (minus) any loss (gain) from changes in the fair value of derivative instruments. See page 6555 of this proxy statement for the calculation of our 20202021 adjusted EBITDA.EBITDA, as well as a reconciliation of adjusted EBITDA to net income (loss), which is the most comparable GAAP financial measure.
For 2020,2021, our strategic initiatives included making significant progresswinning a substantial portion of Amazon’s business with respect to fueling its natural gas vehicles, securing at least 50 medium-duty truck orders, securing reauthorization of alternative fuel tax credit (“AFTC”) and working with the Zero Now program; launching a Zero Now program for medium duty trucks; creating a strategic alliance with Chevronfederal government to drive truck adoption;promote RNG initiatives, delivering 164167.6 million GGEs of RNG; contracting for at least ten million incremental gallons of supply of low CI RNG;RNG, finalizing and securing reauthorization of AFTC.beginning to implement joint ventures with BP and Total, and pursuing hydrogen projects and RNG initiatives.
The COVID, stress, base, middle and maximum targets for the performance criteria under the incentive plan approved by our compensation committee for 2020,2021, as well as our actual performance for these criteria, are set forth in the following table: | Performance Criteria | | Weighting | | | COVID
Target | | | Stress
Target | | | Base
Target | | | Middle
Target | | | Maximum
Target | | | Actual
Performance | | | Adjusted EBITDA(1) | | | 33 | % | | $ | 45.2 | | | $ | 51.5 | | | $ | 56.0 | | | $ | 60.0 | | | $ | 63.3 | | | $ | 45.1 | | | Volume (in GGEs)(1) | | | 25 | % | | | 402.4 | | | | 420.0 | | | | 428.0 | | | | 440.0 | | | | 450.0 | | | | 382.5 | | | Volume Margin(1) | | | 20 | % | | $ | 60.5 | | | $ | 64.6 | | | $ | 70.6 | | | $ | 72.8 | | | $ | 74.8 | | | $ | 47.9 | | | Strategic Initiatives | | | 22 | % | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Performance Criteria | | | Weighting | | | Base
Target | | | Middle
Target | | | Maximum
Target | | | Actual
Performance | | | Adjusted EBITDA(1) | | | | | 33% | | | | | $ | 44.0 | | | | | $ | 55.4 | | | | | $ | 66.0 | | | | | $ | 57.0 | | | | Volume (in GGEs)(1) | | | | | 25% | | | | | | 395.0 | | | | | | 415.7 | | | | | | 436.0 | | | | | | 402.6 | | | | Volume Margin per GGE(1) | | | | | 20% | | | | | $ | 0.228 | | | | | $ | 0.237 | | | | | $ | 0.252 | | | | | $ | 0.261 | | | | Strategic Initiatives | | | | | 22% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
(1)
Target and actual performance amounts shown in millions. If each of the four performance criteria are achieved at the base performance level, Mr. Littlefair would be entitled to an incentive payment equal to 70% of his target bonus, while the other named executive officers would be entitled to an incentive payment equal to 50% of their base salaries. If each of the four performance criteria are achieved at the middle (target) performance level, Mr. Littlefair would be entitled to an incentive payment equal to 100% of his target bonus, while the other named executive officers would be entitled to an incentive payment equal to 70% of their base salaries. The maximum incentive payment for Mr. Littlefair is equal to 150% of his target bonus, and the maximum incentive payment for the other named executive officers is equal to 100% of their base salaries. Payouts for performance between the base and middle performance levels and between the middle and maximum performance levels are interpolated on a straight-line basis. Payouts.The compensation committee met in December 2020, January 2021, and February 20212022 to review our 20202021 actual performance versus the performance criteria and strategic initiative targets described above and to determine what payouts, if any, would be made under the 20202021 performance-based cash incentive plan. When evaluating our 2020 performance, the compensation committee considered the fact that the impact •
Our company achieved approximately 103% of the COVID-19 pandemic onmiddle target for adjusted EBITDA, which was in-between our middle and maximum targets. This adjusted EBITDA performance resulted in an above target payout for this performance measure. •
Our company achieved approximately 102% of the financialbase target for the volume performance metrics used undermeasure, which was in-between our base and middle targets. This volume performance resulted in a below target payout for this performance measure. •
Our company achieved in excess of the cash incentive plan was more severe than it anticipated whenmaximum target for volume margin, which resulted in the targets were established. capped maximum payout for this performance measure. •
The compensation committee determined: | · | Our company achieved 99.8% of the COVID Target for adjusted EBITDA. Based on this performance and after taking account an adjustment for the unanticipated COVID-19 impacts, the compensation committee determined to providedetermined that the named executive officers made significant progress on each of the strategic initiatives, and decided that a payout equal to the middle target amount for the compensation-based adjusted EBITDA criterion. |
| · | With respect to the volume performance criterion, the compensation committee considered, among other things, the 31.2 million GGEs of incremental fuel volumes added in 2020, including from high profile new customers such as Amazon and NY MTA, and achieving 95% of the COVID Target, and determined that based on this performance it was appropriate to provide a payout equal to 100% of the base target amount for the volume performance criterion. |
| · | It was appropriate to provide no payout for the volume margin performance criterion. The shortfall in higher margin volumes caused by COVID-19 proved too steep to overcome, and the compensation committee determined that even after adjusting for the unanticipated COVID-19 impacts, no payout for this performance metric was warranted. We were, however, able to reduce SG&A spending to help overcome the negative effect on our gross profit margin from the lower volume margin per GGE. |
| · | 50% of the strategic initiatives were achieved, which was consistent with target level performance, and therefore it was appropriate to provide a payout equal to the middle target amount for the strategic initiatives performance criterion. |
2020 Discretionary Cash Incentives
The compensation committee regarded 2020 as a pivotal year for the company with substantial achievements in strategic positioning—achievements that went well beyond the adjusted EBITDA and volume (GGEs and margin) goals of the annual incentive plan and even further beyond the specific strategic initiatives that were established as targetsperformance measure was appropriate. This payout level for the annual incentive plan. The compensation committee consideredstrategic initiatives was lower than the more than tripling ofblended payout level achieved for the company’s market value and share price during 2020 as a reflection of the pivotal actions taken, including our initiation of partnerships with Total, Chevron and bp. As a result, the compensation committee determined to pay discretionary cash incentives, giving significant weight to the following:
three financial performance measures.
| · | Management successfully positioned the company as a leading renewable energy company focused on the procurement and distribution of RNG and conventional natural gas, in the form of CNG and LNG, for the United States and Canadian transportation markets. The committee believes this positioning contributed in large part to the significant stock price increase we experienced in 2020 (from a 52-week low of $1.05 in March 2020 to multi-year high prices in December 2020 and a closing price of $7.86 on December 31, 2020), which continued through February 23, 2021, the date the compensation committee awarded 2020 cash incentive compensation. |
| · | The Company’s significant efforts, led by our management, in developing, owning, and operating dairy and other livestock waste RNG projects and supplying RNG (procured from our own projects or from third parties) to our customers in the heavy- and medium-duty commercial transportation sector. |
| · | Management effectively highlighted the company’s unique position in the marketplace: the valuable Environmental Credits associated with RNG are generated by the party that dispenses RNG into vehicle fuel tanks and we believe we now have access to more dispensers than any other market participant. |
| · | Through management’s efforts, feedstock owners and project developers value our long operating history, strong reputation in the industry and unmatched access to fueling infrastructure and vehicle operators for certainty of Environmental Credit generation. |
| · | We increased our RNG supply sources to over 30. We believe that we have one of the largest and most diverse supply portfolios in the RNG industry, which allows us to provide certainty of RNG supply to our vehicle operator customers. |
| · | The company partnered with Chevron on Adopt-a-Port, an initiative that provides truck operators serving the ports of Los Angeles and Long Beach with RNG to reduce emissions. For its part, Chevron provides funding for Adopt-a-Port and supplies RNG to Clean Energy stations near the ports. Chevron’s funding allows truck operators to subsidize the cost of buying new RNG-powered trucks. We manage the program, including offering fueling services for qualified truck operators. Truck operators participating in the program, which supports the ports’ Clean Trucks Program and Clean Air Action Plan, fuel at our stations supplied with Chevron RNG. Importantly, Adopt-a-Port provides a meaningful air quality improvement for the adversely-impacted communities around the port – such communities typically have the worst air quality in the nation. As of December 31, 2020, customers had ordered 141 trucks under Adopt-a-Port, and we expect at least 310 additional trucks to be ordered in 2021. |
| · | We struck partnerships with Total and bp giving us access to at least $345 million of capital to develop and own dairy and other livestock waste RNG production projects and build new stations for key customers that agree to fuel volume purchase requirements. |
| · | The size and scope of our refuse business increased. |
| · | Management effectively managed our cash and investments to enable us to repay the remaining $50.0 million of 7.5% Notes in full and having $138.5 million of cash and short-term investments at the end of 2020. |
| · | We successfully refinanced a significant amount of NG Advantage’s debt, which we expect will save $8.2 million in debt service costs over the next three years. |
Further, demand for executives with experience in alternative vehicle fuels has become acute, and the compensation committee felt it was important to ensure that we retain our executive management team.
20212022 Performance-Based Cash Incentive Plan
In February 2021,2022, the compensation committee approved our 20212022 performance-based cash incentive plan. The plan has substantially the samea similar design as our 20202021 performance-based cash incentive plan, including the discretion afforded to our compensation committee in determining performance criteria, performance targets and actual payouts, provided that such plan does not have any “stress” or “COVID” targets as thepayouts. The compensation committee determined that it was better abledecided to predict the impact of the COVID-19 pandemicintroduce a new performance measure based on our RNG volume to stress the strategic importance of this portion of our business, and this in turn resulted in different weightings for the incentive plan performance measures relative to our 2021 results. plan design.
Among other things, the 20212022 plan provides that the total potential incentive award for each of our named executive officers under the plan will be based on the following: | · | 33% will be based on our adjusted EBITDA, defined in the same manner as was used for the 2020 plan; |
| · | 25% will be based on the volume of GGEs of RNG, CNG and LNG we deliver, defined in substantially the same manner as was used for the 2020 plan; |
| · | 22% will be based on the achievement (as determined in the compensation committee’s sole discretion) of certain specified strategic initiatives; and |
| · | 20% will be based on our volume margin, defined in substantially the same manner as was used for the 2020 plan. |
•
30% will be based on our adjusted EBITDA, defined in substantially the same manner as was used for the 2021 plan; •
20% will be based on the volume of GGEs of RNG, CNG and LNG we deliver, defined in substantially the same manner as was used for the 2021 plan; •
New for 2022, 10% will be based on the volume of RNG we deliver; •
20% will be based on the achievement (as determined in the compensation committee’s sole discretion) of certain specified strategic initiatives; and •
20% will be based on our volume margin, defined in substantially the same manner as was used for the 2021 plan. We believe motivation of long-term performance motivation is achieved through an ownership culture that encourages performance by our named executive officers usingthrough the use of stock-based awards. Our equity incentive plans have been established to provide certain of our employees, including our named executive officers, with incentives designed to align these employees’ interests with the interests of our stockholders. In general, the compensation committee develops its equity award determinations based on its judgments as to whether thethese equity awards provided to our named executive officers are sufficient to further our ownership culture, appropriately align the interests of our named executive officers with those of our stockholders and retain, motivate, and adequately reward our executives on a long-term basis. We have historically granted our named executive officers the following three typesa combination of equity awards under our equity incentive plans: stock options RSUs and price-vested units (“Price-Vested Units” or “PVUs”). In addition, in February 2019, ourRSUs. These awards are subject to both time-based and performance-based vesting requirements, and the compensation committee awarded a new typehas exercised its judgment on the weighting of equity awardstock options relative to our named executive officers, which we refer to as volume-vested options (“Volume-Vested Options” or “VVOs”). Each of these types of equity awards is described below.RSUs in any given year.| | Time and Performance-Based Stock Options: | | | ·•
Afford the recipient the option to purchase shares of our common stock at a stated price per share. ·•
All stock option awards granted under our equity incentive plans include an exercise price equal to the closing price of our common stock on the applicable grant date, and the grant date is always on or after the date of compensation committee approval. ·• Stock
Time-based stock option awards granted to our named executive officers typically vest at a rate of 34% on the one-year anniversary of the date of grant and 33% on each subsequent anniversary until fully vested, subject to the named executive officer’s continued service for our Company at each vesting date. •
The vesting of performance-based options granted to our named executive officers generally requires the achievement of objective performance targets or the attainment of a premium price per common share that is set as a multiple of the closing price of a share of common stock on the grant date. In December of 2021, the compensation committee introduced two new types of performance-based stock option awards that are described in more detail below. The vesting of performance-based options is also subject to the named executive officer’s continued service for our Company at each vesting date. | |
| | Time and Performance-Based RSUs: | | | ·•
Full-value awards that represent the contingent right to receive shares of our common stock upon achievement of stated vesting criteria. ·•
Time-based RSU awards granted to our named executive officers typically vest at a rate of 34% on the one-year anniversary of the date of grant and | |
| | | | | 33% on each subsequent anniversary until fully vested, subject to the named executive officer’s continued service for our Company at each vesting date. | PVUs: | ·• A form
The vesting of RSU in whichperformance-based RSUs granted to our named executive officers generally requires the shares subject toachievement of objective performance targets or the award are earned if and when certain stockattainment of a premium price hurdles (“Stock Price Hurdles”) are achieved.· The shares subject to the PVUs are only earned, or “vest,” ifper common share that is set as a multiple of the closing price of our common stock equals or exceeds, for 20 consecutive days during the third or fourth year following grant, 135%a share of the price of our common stock on the grant date.
| VVOs: | · A form The vesting of performance-based stock option in which the sharesRSUs is also subject to the award are earned if and when certain volume delivery hurdles (“Volume Hurdles”) are achieved.
· The shares subject to the VVOs are earned, or “vest,” at a rate of 34% on the one-year anniversary of the date of grant and 33% on the second and third anniversaries of the date of grant if, as of each such date, (1) the volume of GGEs of RNG, CNG and LNG delivered by us in our most recently completed fiscal year, defined as described under “Cash Incentives—2020 Performance-Based Cash Incentive Plan—Performance Criteria,” has increased by 10% or more relative to the volume of GGEs of RNG, CNG and LNG delivered by us in the fiscal year immediately preceding our most recently completed fiscal year, and (2) the named executive officer continues to be inofficer’s continued service for our Company at sucheach vesting date.
| |
2020 Annual Equity Awards Granted in 2021 In February 2020,January 2021, the compensation committee awarded time-based RSUs and stock options to our named executive officers in the amounts set forth in the table below. The compensation committee granted stock option and RSU awards with time-based vesting in order to provide greater certainty of vesting and value while still incentivizing long-term performance over time, after taking into account the status of our named executive officers’ then-outstanding equity awards, volatility in our stock price due to general market and industry conditions, the greater value of RSUs to executives due to their full-value nature, and the need for stock price appreciation to provide any value with stock option awards. For 2020,the January grants, the mix of RSUs and stock options was determined based on the factors described above, with a target proportion of 40% of the total shares subject to each executive’s equity awards being in the form of RSUs and 60% of the total shares subject to each executive’s equity awards being in the form of stock options. These RSUs are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Restricted Stock Unit and Restricted Stock Unit Agreement, and vest according to the typical three-year vesting schedule described above. These stock options are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Stock Option and Stock Option Agreement, have an exercise price of $2.56 per share, and vest according to the typical three-year vesting schedule described above.
| | | Number of | | | Number of | | | Named Executive Officer | | RSUs | | | Stock Options | | | Andrew J. Littlefair | | | 61,200 | | | | 91,800 | | | Robert M. Vreeland | | | 34,200 | | | | 51,300 | | | Mitchell W. Pratt | | | 34,200 | | | | 51,300 | | | Barclay F. Corbus | | | 34,200 | | | | 51,300 | |
2021 Annual Equity Awards
In January 2021, the compensation committee awarded RSUs and stock options to our named executive officers in the amounts set forth in the table below. These awards were granted as annual equity awards under our equity award guidelines for our named executive officers.
These RSUs are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Restricted Stock Unit and Restricted Stock Unit Agreement, and vest according to the typical three-year vesting schedule described above. These stock options are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Stock Option and Stock Option Agreement, have an exercise price of $10.18 per share, and vest according to the typical three-year vesting schedule described above. | | | Number of | | | Number of | | | Named Executive Officer | | RSUs | | | Stock Options | | | Andrew J. Littlefair | | | 122,400 | | | | 183,600 | | | Robert M. Vreeland | | | 68,400 | | | | 102,600 | | | Mitchell W. Pratt | | | 68,400 | | | | 102,600 | | | Barclay F. Corbus | | | 68,400 | | | | 102,600 | |
| Named Executive Officer | | | Number of
RSUs | | | Grant Date
Value of
RSUs
($) | | | Number of
Stock Options | | | Grant Date
Value of
Stock Options
($) | | | Andrew J. Littlefair | | | | | 122,400 | | | | | | 1,246,032 | | | | | | 183,600 | | | | | | 1,417,392 | | | | Robert M. Vreeland | | | | | 68,400 | | | | | | 696,312 | | | | | | 102,600 | | | | | | 792,072 | | | | Mitchell W. Pratt | | | | | 68,400 | | | | | | 696,312 | | | | | | 102,600 | | | | | | 792,072 | | | | Barclay F. Corbus | | | | | 68,400 | | | | | | 696,312 | | | | | | 102,600 | | | | | | 792,072 | | |
Throughout the third and fourth quarters of 2021, the compensation committee met and it determined that the Company was at a critical juncture and that it was of primary importance to incentivize the named executive officers to (1) create long-term stockholder value by increasing the Company’s price per share and (2) strategically execute on expanding the Company’s RNG business over the long-term. The compensation committee decided to introduce two new types of performance-based stock option awards into our executive compensation program, and made grants of these performance-based stock option awards along with additional time-based stock options to each of the named executive officers in December. The December grants represent the largest component of each named executive officer’s 2021 compensation and are intended to provide a meaningful performance-based equity incentive over a number of years going forward to incentivize the executives to execute our transformative strategy. Although the size of the December grants was larger than our historical grants, over 50% of the grant date value of each executive’s grant (and approximately 66% of the grant date value of Mr. Littlefair’s grant) will only vest and have any value to the executives if we are able to increase the closing price of our common stock by a greater than 100% premium above the closing price on the grant date. The first new performance-based option is structured to incentivize long-term RNG growth and the vesting of 100% of each grant is subject to the Company’s attainment of RNG supply through investment milestones. In 2021, RNG sales represented 78% of our total vehicle fuel sales. In order to achieve our five-year strategic plan and achieve our projected five-year RNG volume, revenue and income goals, we
believe we will need to make significant capital investments in order to increase our RNG supply through investment. The performance-based options are structured so that there are four separate vesting tranches, with each tranche requiring us to secure 15 million GGEs of RNG supply via investment in order to vest (i.e., the first tranche will vest if we secure 15 million GGEs of RNG supply via investment, the second tranche will vest if we secure an additional 15 million GGEs of RNG supply via investment for a total of 30 million GGEs, the third tranche will vest if we secure an additional 15 million GGEs of RNG supply via investment for a total of 45 million GGEs and the final tranche will vest if we secure an additional 15 million GGEs of RNG supply via investment for a total of 60 million GGEs). We believe these represent challenging multi-year goals that if the named executive officers are able to achieve, will help drive our transformative strategic plan and the achievement of our future RNG volume, revenue and income goals. Each named executive officer must also remain in continued service for our Company at each vesting date in order to vest. The second new performance-based option was the largest component of each executive’s December grant and is structured to incentivize long-term appreciation in the value of our shares. The vesting of 100% of each grant is subject to our attainment of a stock price representing a greater than 100% premium above the closing price of a share of common stock on the grant date. In order for these performance-based options to vest, we must achieve an average closing price equal to or above $14.00 per share over a twenty consecutive trading day period. Each named executive must also remain in continued service for our Company on the vesting date in order to vest. Each named executive officer was also awarded an additional grant of time-based options that vest according to the typical three-year vesting schedule described above. All of these December stock options are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Stock Option and Stock Option Agreement, and have an exercise price of $6.77 per share. | Named Executive Officer | | | Number of
Time-Based
Options | | | Number of
RNG
Options | | | Number of
Premium Share
Price Options | | | Grant Date
Value of
Stock Options
($) | | | Andrew J. Littlefair | | | | | 250,000 | | | | | | 250,000 | | | | | | 1,000,000 | | | | | | 6,537,500 | | | | Robert M. Vreeland | | | | | 150,000 | | | | | | 150,000 | | | | | | 375,000 | | | | | | 2,826,750 | | | | Mitchell W. Pratt | | | | | 150,000 | | | | | | 150,000 | | | | | | 375,000 | | | | | | 2,826,750 | | | | Barclay F. Corbus | | | | | 150,000 | | | | | | 200,000 | | | | | | 375,000 | | | | | | 2,941,250 | | |
As discussed above, the compensation committee spent significant time in the third and fourth quarters of 2021 evaluating the structure of our long-term equity incentive awards and designing our two new types of performance-based options. Once the design of our performance-based options was approved, the compensation committee determined to grant the named executive officers their long-term incentive awards in December of 2021 and in light of these awards has also determined to make no further long-term incentive awards in 2022. This shift in grant timing had the effect of increasing Messrs. Littlefair’s, Vreeland’s, Pratt’s and Corbus’ 2021 compensation by $6,537,500, $2,826,750, $2,826,750 and $2,941,250, respectively. Because of the December grants, the compensation committee determined it will not grant any additional equity awards to named executive officers in calendar 2022. Change in Control and Post-Termination Severance Compensation Our employment agreements with our named executive officers, described under “Employment Agreements” below, provide them certain benefits if their employment is terminated, including a termination following a change in control but excluding a termination by the Company for cause or a voluntary termination by the named executive officer without good reason and not following a change in control.reason. The compensation committee believes these benefits are important tools for retaining the services of our named executive officers and helping to align the interests of our named executive officers with those of our stockholders. The details and amounts of these benefits are described below under “Executive Compensation—Compensation — Potential Payments Upon Termination or Change in Control.”
All equity awards granted to our named executive officers after November 2014, including the RSUs and stock options awarded to our named executive officers in 2020 and 2021, to date, are subject to double-trigger vesting upon a change in control. The compensation committee previously determined to modify the standard vesting provisions of our named executive officers’ equity awards from “single-trigger” to “double-trigger” vesting in connection with a change in control because it believes double-trigger vesting more accurately reflects current market practices but still provides appropriate benefits to executives in the event of a termination in connection with a change in control, and is thus in the best interests of our Company and our stockholders. Further, we do not provide any excise tax “gross-up” payments to our executives in connection with a change in control.
We appreciate the tremendous value and contributions of our employees, and we believe providing a competitive employee benefits program is one of our most important investments. As a result, we offer an employee benefits program with a wide range of plans designed to promote the health and personal welfare of all employees, including our named executive officers. Participation in these plans is generally available to all of our employees on the same basis. The Company provides minimal perquisites to executives which are noted in the description of “All Other Compensation” disclosed in the Summary Compensation Table on page 56.45. We entered into employment agreements with each of our named executive officers on December 31, 2015. These employment agreements have the following key terms: | · | Each employment agreement has an initial term of three years ending on December 31, 2018, and automatic renewal thereafter for additional one-year periods (unless either party provides notice of non-renewal). |
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| · | Each named executive officer is entitled to receive an annual base salary of no less than his base salary in 2015, which was the same as each named executive officer’s base salary for 2020, except that (1) Mr. Littlefair’s 2020 base salary was lower because of his voluntary election to reduce his salary by 10% in February 2015, and (2) Mr. Vreeland’s 2020 base salary was higher as a result of a salary increase from 2018 to 2019. |
| · | Each named executive officer is eligible to receive an annual cash incentive of up to a specified percentage of his then-current annual base salary under the terms of our performance-based cash incentive plan in effect for the applicable year. Mr. Littlefair is eligible to receive 70%, 100% or 150% of $778,680 for our achievement of the base, middle and maximum performance targets, respectively, and we consider achievement of the middle performance targets to be Mr. Littlefair’s target incentive amount; each of Messrs. Vreeland, Pratt, and Corbus is eligible to receive 50%, 70% or 100% of his respective base salary for our achievement of the base, middle and maximum performance targets, respectively, and we consider achievement of the middle performance targets to be Messrs. Vreeland’s Pratt’s, and Corbus’ target incentive amount. |
| · | Each named executive officer would be entitled to receive certain severance compensation and benefits under certain circumstances upon a termination of the named executive officer’s employment with us. The details of this severance are described below under “Executive Compensation—Potential Payments Upon Termination or Change in Control.” The employment agreements condition severance payments on a so-called “double-trigger” upon a change in control. The employment agreements also do not include any “gross-up” provision for any excise taxes that may be triggered in connection with a change in control under Sections 280G and 4999 of the Code, and instead include a “best-net” cutback provision under which benefits are reduced to avoid triggering any such excise taxes unless the after-tax benefit is greater to the named executive officer without the cutback. The compensation committee determined that these terms are appropriate because they better align our severance and change of control payment practices with current market expectations and the interests of our named executive officers with those of our stockholders, while still providing a level of benefits the compensation committee believes is fair and reasonable and maintaining the retention value of these benefits. |
Each employment agreement is passed its initial three-year term and now automatically renews on December 31 for additional one-year periods (unless either party provides notice of non-renewal). •
Each named executive officer is entitled to receive an annual base salary of no less than his base salary in 2015. •
Each named executive officer is eligible to receive an annual cash incentive of up to a specified percentage of his then-current annual base salary under the terms of our performance-based cash incentive plan in effect for the applicable year. Mr. Littlefair is eligible to receive 70%, 100% or 150% of $778,680 for our achievement of the base, middle and maximum performance targets, respectively, and we consider achievement of the middle performance targets to be Mr. Littlefair’s target incentive amount; each of Messrs. Vreeland, Pratt, and Corbus is eligible to receive 50%, 70% or 100% of his respective base salary for our achievement of the base, middle and maximum performance targets, respectively, and we consider achievement of the middle performance targets to be Messrs. Vreeland’s Pratt’s, and Corbus’ target incentive amount. •
Each named executive officer would be entitled to receive certain severance compensation and benefits under certain circumstances upon a termination of the named executive officer’s employment with us. The details of this severance are described below under “Executive Compensation — Potential Payments Upon Termination or Change in Control.” The employment agreements condition severance payments on a so-called “double-trigger” upon a change in control. The employment agreements also do not include any “gross-up” provision for any excise taxes that may be triggered in connection with a change in control under Sections 280G and 4999 of the Code, and instead include a “best-net” cutback provision under which benefits are reduced to avoid triggering any such excise taxes unless the after-tax benefit is greater to the named executive officer without the cutback. The compensation committee determined that these terms are appropriate because they better align our severance and change of control payment practices with current market expectations and the interests of our named executive officers with those of our stockholders, while still providing a level of benefits the compensation committee believes is fair and reasonable and maintaining the retention value of these benefits. Other Compensation Policies
Executive Stock Ownership Guidelines We believe it is important to encourage our named executive officers to hold a material amount of our common stock, which links their long-term economic interest directly to that of our stockholders. To achieve
this goal, we have established stock ownership guidelines applicable to our named executive officers. These guidelines provide that our Chief Executive Officer is required to own shares of our common stock valued at three times his annual base salary or more, and each of our Chief Financial Officer, Chief Operating Officer, Chief Marketing Officer, Senior Vice President, Strategic Development, and Senior Vice President, Sales, in each case if any person is appointed in such position, is required to own shares of our common stock valued at one times his annual base salary or more. Such level of ownership must be attained by the later of December 14, 2019 and five years after the date of an executive officer’s initial appointment as such. Stock options are not counted toward satisfaction of these stock ownership requirements. Executives who attain the applicable stock ownership level by the stated deadline will continue to satisfy the stock ownership requirements if the value of their stock holdings declines after such deadline solely due to a decrease in the trading price of our common stock. Each of our named executive officers had satisfied these stock ownership guidelines as of the record date for the Annual Meeting.
Hedging and Pledging of Company Securities Our policies do not permit any of our executive officers or directors to “hedge” ownership of our securities by engaging in short sales or trading in put options, call options or other derivatives involving our securities. This means that our employees and directors may not purchase financial instruments or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities. Further, our policies do not permit an executive officer or director to hold our securities in a margin account or pledge our securities as collateral for a loan unless the executive officer or director demonstrates to our satisfaction financial capacity to substitute other assets for Company securities in the event of a failure to meet a margin call or a default on the loan.
As of the date of this Proxy Statement, none of our directors or executive officers has pledged any of the shares of our common stock he or she owns.
The compensation committee has adopted a formal clawback policy regarding recoupment, or a “clawback,” of cash compensation in certain circumstances. The purpose of this clawback policy is to help ensure that executives act in the best interests of the Company and our stockholders. The clawback policy requires certain of our officers, including our named executive officers, to repay or return any cash incentive or other incentive cash compensation awarded to or received by such officer(s) in the event we issue a restatement of our financial statements due to material noncompliance with any financial reporting requirements and the restatement was caused by such officer’s fraud, intentional misconduct or gross negligence. In each case, the officer(s) would be required to repay or return the incentive cash compensation awarded to or received by the officer during the 12-month period following the filing of the erroneous financial statement at issue. Pursuant to the clawback policy, in the event of any restatement of our financial statements, the compensation committee would consider a number of factors and exercise its business judgment in determining appropriate amounts, if any, to recoup. Further, the compensation committee retains the discretion to adjust or recover awards or payments if the relevant performance measures on which they are based are restated or are otherwise adjusted in a manner that would reduce the size of the award or payment. The clawback policy applies to cash compensation awarded to our officers from and after the date of its adoption.
Tax and Accounting Effects In designing our compensation programs, the compensation committee considers the financial impact and tax and accounting effects that each element of compensation will or may have on the Company and our executives. One such area the compensation committee considers is the tax deductibility of each component of executive compensation. Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law, Section 162(m) generally prohibited us from taking a tax deduction in any tax year for compensation paid to certain executive officers that exceeded $1,000,000, unless the compensation was payable only upon the achievement of pre-established, objective performance goals under a plan approved by our stockholders. As a result, we believe certain stock option RSU and PVURSU awards we granted to our named executive officers before the impact of the TCJA have qualified as performance-based compensation under Section 162(m), although there is no guarantee that such equity awards, or any
other performance-based compensation paid to our named executive officers, qualify as such. Under the TCJA, the exception for performance-based compensation under Section 162(m) has been repealed, so that the $1,000,000 limit on tax deductions in a tax year generally applies to anyone serving as our chief executive officer or our chief financial officer at any time during a taxable year as well as our top three other highest-compensated executive officers serving at fiscal year-end. These changes generally apply beginning in 2018, but generally do not apply to compensation provided pursuant to a binding written contract in effect on November 2, 2017 that is not modified in any material respect after that date. The compensation committee will continue to monitor developments under the TCJA, and will continue to consider steps that might be in our best interests to comply with Section 162(m), including after the impact from the TCJA. It is the compensation committee’s present intention to seek to structure executive compensation so that it will be deductible to the maximum extent permitted by applicable law, which means administering performance-based equity awards that were granted in 2017 or earlier in accordance with Section 162(m), as amended by the TCJA, in order to preserve their tax deductibility to the greatest extent possible; however, the compensation committee reserves the discretion to make any executive compensation decisions that it considers to be in the best interests of our Company and our stockholders, including to award compensation that may not be deductible or to amend existing compensation arrangements in a manner that could limit their deductibility.
COMPENSATION COMMITTEE REPORT We, the compensation committee of the Board of Clean Energy Fuels Corp., have reviewed and discussed the Compensation Discussion and Analysis (set forth above) with management of the Company, and based on such review and discussion, have recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. | | | | | Compensation Committee:
Lizabeth A. Ardisana, Chairman
Kenneth M. Socha
Parker A. Weil | |
This compensation committee report shall not be deemed to be “soliciting material,” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act, other than as provided by applicable SEC rules, or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act. This compensation committee report will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference.
Summary Compensation Table The following table summarizes the total compensation awarded to, earned by or paid to each of our named executive officers for 2018, 2019, 2020 and 2020:
| | | | | | | | | | | | | | | | | | Non-Equity | | | | | | | | | | | | | | | | | | | | Stock | | | Option | | | Incentive Plan | | | All Other | | | | | | | | | | | Salary | | | Bonus | | | Awards | | | Awards | | | Compensation | | | Compensation | | | Total | | | Name and Principal Position | | Year | | | ($) | | | ($)(2) | | | ($)(1) | | | ($)(1) | | | ($)(2) | | | ($)(3) | | | ($) | | | Andrew J. Littlefair | | | 2020 | | | | 700,812 | | | | 253,071 | | | | 156,672 | | | | 139,536 | | | | 506,142 | | | | 70,120 | | | | 1,826,353 | | | President and Chief Executive Officer | | | 2019 | | | | 700,812 | | | | — | | | | — | | | | 308,160 | | | | 569,410 | | | | 66,611 | | | | 1,644,993 | | | | | | 2018 | | | | 700,812 | | | | — | | | | 292,838 | | | | 188,100 | | | | 713,271 | | | | 66,361 | | | | 1,961,382 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert M. Vreeland | | | 2020 | | | | 400,000 | | | | 100,000 | | | | 87,552 | | | | 77,976 | | | | 200,000 | | | | 13,000 | | | | 878,528 | | | Chief Financial Officer | | | 2019 | | | | 396,192 | | | | — | | | | — | | | | 161,280 | | | | 200,600 | | | | 12,500 | | | | 770,572 | | | | | | 2018 | | | | 378,000 | | | | — | | | | 162,688 | | | | 83,600 | | | | 234,738 | | | | 12,250 | | | | 871,276 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mitchell W. Pratt | | | 2020 | | | | 481,268 | | | | 120,317 | | | | 87,552 | | | | 77,976 | | | | 240,634 | | | | 13,000 | | | | 1,020,747 | | | Chief Operating Officer and Corporate Secretary | | | 2019 | | | | 481,268 | | | | — | | | | — | | | | 161,280 | | | | 241,356 | | | | 12,500 | | | | 896,404 | | | | | | 2018 | | | | 481,268 | | | | — | | | | 162,688 | | | | 83,600 | | | | 298,867 | | | | 12,250 | | | | 1,038,673 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Barclay F. Corbus | | | 2020 | | | | 443,415 | | | | 110,854 | | | | 87,552 | | | | 77,976 | | | | 221,708 | | | | 13,000 | | | | 954,505 | | | Senior Vice President, Strategic Development | | | 2019 | | | | 443,415 | | | | — | | | | — | | | | 161,280 | | | | 222,373 | | | | 12,500 | | | | 839,568 | | | | | | 2018 | | | | 443,415 | | | | — | | | | 162,688 | | | | 83,600 | | | | 275,361 | | | | 12,250 | | | | 977,314 | |
2021:| Name and Principal Position | | | Year | | | Salary
($) | | | Bonus
($) | | | Stock
Awards
($)(1) | | | Option
Awards
($)(1) | | | Non-Equity
Incentive Plan
Compensation
($)(2) | | | All Other
Compensation
($)(3) | | | Total
($) | | Andrew J. Littlefair
President and Chief Executive Officer | | | | | 2021 | | | | | | 700,812 | | | | | | — | | | | | | 1,246,032 | | | | | | 7,954,892 | | | | | | 839,337 | | | | | | 70,120 | | | | | | 10,811,193 | | | | | | | 2020 | | | | | | 700,812 | | | | | | 253,071 | | | | | | 156,672 | | | | | | 139,536 | | | | | | 506,142 | | | | | | 70,120 | | | | | | 1,826,353 | | | | | | | 2019 | | | | | | 700,812 | | | | | | — | | | | | | — | | | | | | 308,160 | | | | | | 569,410 | | | | | | 66,611 | | | | | | 1,644,993 | | | Robert M. Vreeland
Chief Financial Officer | | | | | 2021 | | | | | | 450,000 | | | | | | — | | | | | | 696,312 | | | | | | 3,618,822 | | | | | | 334,611 | | | | | | 13,000 | | | | | | 5,112,745 | | | | | | | 2020 | | | | | | 400,000 | | | | | | 100,000 | | | | | | 87,552 | | | | | | 77,976 | | | | | | 200,000 | | | | | | 13,000 | | | | | | 878,528 | | | | | | | 2019 | | | | | | 396,192 | | | | | | — | | | | | | — | | | | | | 161,280 | | | | | | 200,600 | | | | | | 12,500 | | | | | | 770,572 | | | Mitchell W. Pratt
Chief Operating Officer
and Corporate Secretary | | | | | 2021 | | | | | | 519,769 | | | | | | — | | | | | | 696,312 | | | | | | 3,618,822 | | | | | | 386,490 | | | | | | 13,000 | | | | | | 5,234,393 | | | | | | | 2020 | | | | | | 481,268 | | | | | | 120,317 | | | | | | 87,552 | | | | | | 77,976 | | | | | | 240,634 | | | | | | 13,000 | | | | | | 1,020,747 | | | | | | | 2019 | | | | | | 481,268 | | | | | | — | | | | | | — | | | | | | 161,280 | | | | | | 241,356 | | | | | | 12,500 | | | | | | 896,404 | | | Barclay F. Corbus
Senior Vice President,
Strategic Development
and Renewable Fuels | | | | | 2021 | | | | | | 478,888 | | | | | | — | | | | | | 696,312 | | | | | | 3,733,322 | | | | | | 356,092 | | | | | | 13,000 | | | | | | 5,277,614 | | | | | | | 2020 | | | | | | 443,415 | | | | | | 110,854 | | | | | | 87,552 | | | | | | 77,976 | | | | | | 221,708 | | | | | | 13,000 | | | | | | 954,505 | | | | | | | 2019 | | | | | | 443,415 | | | | | | — | | | | | | — | | | | | | 161,280 | | | | | | 222,373 | | | | | | 12,500 | | | | | | 839,568 | | |
The amounts shown in this column represent the grant date fair value of awards granted in each of the periods calculated in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, “Compensation –— Stock Compensation” (“(“FASB ASC 718”). For a discussion about the valuation models and assumptions used to calculate the fair value of these awards, see note 13 to the consolidated financial statements included in the Annual Report. TheFor the RNG-based performance options granted in December of 2021, the grant date fair value is reported based on the probable outcome of the VVO awards grantedapplicable performance conditions as determined on the grant date, which results in 2019 under FASB ASC 718 isa grant date fair value for these options as follows: Mr. Littlefair ($572,500), Mr. Vreeland ($343,500), Mr. Pratt ($343,500) and Mr. Corbus ($458,000). If we achieve the same athighest level of performance for the maximumRNG-based performance options, the grant date fair value would increase to the following amounts: Mr. Littlefair ($1,145,000), Mr. Vreeland ($687,000), Mr. Pratt ($687,000) and probable performance levels.Mr. Corbus ($916,000). (2)
The amounts shown in the Non-Equity Incentive Plan Compensation column represent the cash incentives paid under our performance-based cash incentive plan, while the amounts shown in the Bonus column represent discretionary cash incentives paid for 2020 performance, each as described under “Compensation Discussion and Analysis—Analysis — Components of Compensation—Compensation — Cash Incentives” above. (3)
The amounts shown in this column represent, (a) for all named executive officers, the Company’s matching contributions under its savings plan qualified under Section 401(k) of the Code, and (b) for Mr. Littlefair in 2020,2021, $43,485 and $13,635 paid by the Company for life insurance premium and vehicle lease payments, respectively.
Grants of Plan-Based Awards The following table summarizes all plan-based awards granted to each of the named executive officers in 2020:| | | | | | | | | All Other | | | All Other | | | | | | | | | | | | | | | | | Stock | | | Option | | | Exercise | | | Grant | | | | | | | | | | | Awards: | | | Awards: | | | or | | | Date Fair | | | | | | | | Estimated Future Payouts | | | Number of | | | Number of | | | Base | | | Value of | | | | | | | | Under Non-Equity Incentive | | | Shares of | | | Securities | | | Price of | | | Stock and | | | | | | | | Plan Awards(1) | | | Stock or | | | Underlying | | | Option | | | Option | | | | | | | | Threshold | | | Target | | | Maximum | | | Units (2) | | | Options(3) | | | Awards | | | Awards(4) | | | Name | | Grant Date | | | ($) | | | ($) | | | ($) | | | (#) | | | (#) | | | ($/Sh) | | | ($) | | | Andrew J. Littlefair | | | — | | | | 545,076 | | | | 778,680 | | | | 1,168,020 | | | | — | | | | — | | | | — | | | | — | | | | | | 02/25/2020 | | | | — | | | | — | | | | — | | | | 61,200 | | | | — | | | | — | | | | 156,672 | | | | | | 02/25/2020 | | | | — | | | | — | | | | — | | | | — | | | | 91,800 | | | | 2.56 | | | | 139,536 | | | Robert M. Vreeland | | | — | | | | 200,000 | | | | 280,000 | | | | 400,000 | | | | — | | | | — | | | | — | | | | — | | | | | | 02/25/2020 | | | | — | | | | — | | | | — | | | | 34,200 | | | | — | | | | — | | | | 87,552 | | | | | | 02/25/2020 | | | | — | | | | — | | | | — | | | | — | | | | 51,300 | | | | 2.56 | | | | 77,976 | | | Mitchell W. Pratt | | | — | | | | 240,634 | | | | 336,888 | | | | 481,268 | | | | — | | | | — | | | | — | | | | — | | | | | | 02/25/2020 | | | | — | | | | — | | | | — | | | | 34,200 | | | | — | | | | — | | | | 87,552 | | | | | | 02/25/2020 | | | | — | | | | — | | | | — | | | | — | | | | 51,300 | | | | 2.56 | | | | 77,976 | | | Barclay F. Corbus | | | — | | | | 221,708 | | | | 310,391 | | | | 443,415 | | | | — | | | | — | | | | — | | | | — | | | | | | 02/25/2020 | | | | — | | | | — | | | | — | | | | 34,200 | | | | — | | | | — | | | | 87,552 | | | | | | 02/25/2020 | | | | — | | | | — | | | | — | | | | — | | | | 51,300 | | | | 2.56 | | | | 77,976 | |
| Name | | | Grant Date | | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1) | | | Estimated
Future
Payouts
Under
Equity
Incentive
Plan Awards
Target
(#)(2) | | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3)
(#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options(4)
(#) | | | Exercise
or
Base
Price of
Option
Awards
$(/Sh) | | | Grant
Date Fair
Value of
Stock and
Option
Awards(5)
($) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | | | | | | | | | | | | | | | | Andrew J. Littlefair | | | | | — | | | | | | 545,076 | | | | | | 778,680 | | | | | | 1,168,020 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 122,400 | | | | | | — | | | | | | — | | | | | | 1,246,032 | | | | | | | | | | | | | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 183,600 | | | | | | 10.18 | | | | | | 1,417,392 | | | | | | | | | | | | | | 12/07/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,250,000 | | | | | | — | | | | | | 250,000 | | | | | | 6.77 | | | | | | 6,537,500 | | | | | | | | | Robert M. Vreeland | | | | | — | | | | | | 225,000 | | | | | | 315,000 | | | | | | 450,000 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 68,400 | | | | | | — | | | | | | — | | | | | | 696,312 | | | | | | | | | | | | | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 102,600 | | | | | | 10.18 | | | | | | 792,072 | | | | | | | | | | | | | | 12/07/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 525,000 | | | | | | — | | | | | | 150,000 | | | | | | 6.77 | | | | | | 2,826,750 | | | | | | | | | Mitchell W. Pratt | | | | | — | | | | | | 259,885 | | | | | | 363,838 | | | | | | 519,769 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 68,400 | | | | | | — | | | | | | — | | | | | | 696,312 | | | | | | | | | | | | | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 102,600 | | | | | | 10.18 | | | | | | 792,072 | | | | | | | | | | | | | | 12/07/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 525,000 | | | | | | — | | | | | | 150,000 | | | | | | 6.77 | | | | | | 2,826,750 | | | | | | | | | Barclay F. Corbus | | | | | — | | | | | | 239,444 | | | | | | 335,222 | | | | | | 478,888 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 68,400 | | | | | | — | | | | | | — | | | | | | 696,312 | | | | | | | | | | | | | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 102,600 | | | | | | 10.18 | | | | | | 792,072 | | | | | | | | | | | | | | 12/07/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 575,000 | | | | | | — | | | | | | 150,000 | | | | | | 6.77 | | | | | | 2,941,250 | | | | | | | |
(1)
The amounts shown in these columns represent the possible payouts under the 20202021 performance-based cash incentive plan based on achievement levels for certain specified Company performance criteria. The actual amounts paid pursuant to the 20202021 performance-based cash incentive plan are reported in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. The 20202021 performance-based cash incentive plan is described under “Compensation Discussion and Analysis—Analysis — Components of Compensation—Compensation — Cash Incentives—2020Incentives — 2021 Performance-Based Cash Incentive Plan” above. (2)
The amounts shown in this column represent shares subject to performance-based option awards granted on December 7, 2021 pursuant to our 2016 Plan and have vesting schedules as follows. For 250,000 options granted to Mr. Littlefair, 150,000 options granted to each of Mr. Vreeland and Pratt and for 200,000 options granted to Mr. Corbus: 25% of the total shares subject to the stock option award vest upon each achievement of a specific volume hurdle related to securing certain levels of RNG GGEs. For 1,000,000 options granted to Mr. Littlefair and 375,000 options granted to each of Mr. Vreeland, Pratt and Corbus: 100% of the total shares subject to the stock option award vest immediately, if at all, if the closing share price of the Company’s common stock on Nasdaq equals or exceeds $14.00 for 20 consecutive trading days. (3)
The amounts shown in this column represent shares subject to RSU awards granted on February 25, 2020January 21, 2021 pursuant to our 2016 Plan. Each RSU award vests as follows: 34% of the shares subject to the award vest on the first anniversary of the date of grant and 33% of the shares subject to the award vest on each subsequent anniversary until all shares are fully vested, subject to continuing service by the named executive officer on each vesting date. (3) (4)
The amounts shown in this column represent shares subject to option awards granted on February 25, 2020January 21, 2021 and options awards granted on December 7, 2021 pursuant to our 2016 Plan and have a vesting schedule as follows:34% of the total shares subject to the stock option award vest on the first anniversary of the date of grant, and 33% vest on each anniversary thereafter until the award is fully vested.vested, subject to continuing service by the named executive officer on each vesting date. The amounts shown in this column represent the grant date fair value of awards granted in 20202021 calculated in accordance with FASB ASC 718. For a discussion about the valuation models and assumptions used to calculate the fair value of these awards, see note 13 to the consolidated financial statements included in the Annual Report.
Outstanding Equity Awards at Fiscal Year End The following table summarizes outstanding equity awards held by our named executive officers at December 31, 2020:
| | | Option Awards(1) | | | Stock Awards(1) | | | | | | | | | | | Equity | | | | | | | | | | | | | | | | | | | | | | | Incentive | | | | | | | | | | | | | | | | | | | | | | | Plan awards: | | | | | | | | | | | | Market | | | | | Number of | | | Number of | | | Number of | | | | | | | | | Number of | | | Value of | | | | | Securities | | | Securities | | | Securities | | | | | | | | | Shares or | | | Shares or | | | | | Underlying | | | Underlying | | | Underlying | | | | | | | | | Units of | | | Units of | | | | | Unexercised | | | Unexercised | | | Unexercised | | | Option | | | | | | Stock That | | | Stock That | | | | | Options— | | | Options— | | | Unearned | | | Exercise | | | Option | | | Have Not | | | Have Not | | | | | Exercisable | | | Unexercisable | | | Options | | | Price | | | Expiration | | | Vested | | | Vested | | | Name | | (#) | | | (#) | | | (#) | | | ($) | | | Date | | | (#) | | | ($) | | | Andrew J. Littlefair | | | 100,000 | | | | — | | | | — | | | | 14.22 | | | | 1/3/2021 | | | | — | | | | — | | | | | | 150,000 | | | | — | | | | — | | | | 13.09 | | | | 12/12/2022 | | | | — | | | | — | | | | | | 75,000 | | | | — | | | | — | | | | 6.01 | | | | 2/27/2025 | | | | — | | | | — | | | | | | 96,000 | | | | — | | | | — | | | | 5.02 | | | | 11/16/2025 | | | | — | | | | — | | | | | | 24,000 | | | | — | | | | — | | | | 3.63 | | | | 1/5/2026 | | | | — | | | | — | | | | | | 260,000 | | | | — | | | | — | | | | 2.83 | | | | 1/13/2027 | | | | — | | | | — | | | | | | 143,213 | | | | 70,537 | (2) | | | — | | | | 1.37 | | | | 3/2/2028 | | | | — | | | | — | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 70,537 | (3) | | | 554,421 | (8) | | | | | 57,299 | | | | 111,226 | (4) | | | — | | | | 2.19 | | | | 2/25/2029 | | | | — | | | | — | | | | | | 24,557 | | | | — | | | | 23,834 | (5) | | | 2.19 | | | | 2/25/2029 | | | | — | | | | — | | | | | | — | | | | 91,800 | (6) | | | — | | | | 2.56 | | | | 2/25/2030 | | | | — | | | | — | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 61,200 | (7) | | | 481,032 | (8) | | Robert M. Vreeland | | | 75,000 | | | | — | | | | — | | | | 6.51 | | | | 11/4/2024 | | | | — | | | | — | | | | | | 25,000 | | | | — | | | | — | | | | 8.66 | | | | 5/12/2025 | | | | — | | | | — | | | | | | 48,000 | | | | — | | | | — | | | | 5.02 | | | | 11/16/2025 | | | | — | | | | — | | | | | | 12,000 | | | | — | | | | — | | | | 3.63 | | | | 1/5/2026 | | | | — | | | | — | | | | | | 109,091 | | | | | | | | — | | | | 2.83 | | | | 1/13/2027 | | | | — | | | | — | | | | | | 63,650 | | | | 31,350 | (2) | | | — | | | | 1.37 | | | | 3/2/2028 | | | | — | | | | — | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 39,187 | (3) | | | 308,010 | (8) | | | | | 29,988 | | | | 58,212 | (4) | | | — | | | | 2.19 | | | | 2/25/2029 | | | | — | | | | — | | | | | | 12,852 | | | | — | | | | 12,474 | (5) | | | 2.19 | | | | 2/25/2029 | | | | — | | | | — | | | | | | — | | | | 51,300 | (6) | | | — | | | | 2.56 | | | | 2/25/2030 | | | | — | | | | — | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 34,200 | (7) | | | 268,812 | (8) | | Mitchell W. Pratt | | | 50,000 | | | | — | | | | — | | | | 14.22 | | | | 1/3/2021 | | | | — | | | | — | | | | | | 75,000 | | | | — | | | | — | | | | 13.09 | | | | 12/12/2022 | | | | — | | | | — | | | | | | 60,000 | | | | — | | | | — | | | | 6.01 | | | | 2/27/2025 | | | | — | | | | — | | | | | | 70,400 | | | | — | | | | — | | | | 5.02 | | | | 11/16/2025 | | | | — | | | | — | | | | | | 17,600 | | | | — | | | | — | | | | 3.63 | | | | 1/5/2026 | | | | — | | | | — | | | | | | 90,909 | | | | | | | | — | | | | 2.83 | | | | 1/13/2027 | | | | — | | | | — | | | | | | 63,650 | | | | 31,350 | (2) | | | — | | | | 1.37 | | | | 3/2/2028 | | | | — | | | | — | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 39,187 | (3) | | | 308,010 | (8) | | | | | 29,988 | | | | 58,212 | (4) | | | — | | | | 2.19 | | | | 2/25/2029 | | | | — | | | | — | | | | | | 12,852 | | | | — | | | | 12,474 | (5) | | | 2.19 | | | | 2/25/2029 | | | | — | | | | — | | | | | | — | | | | 51,300 | (6) | | | — | | | | 2.56 | | | | 2/25/2030 | | | | — | | | | — | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 34,200 | (7) | | | 268,812 | (8) | | Barclay F. Corbus | | | 50,000 | | | | — | | | | — | | | | 14.22 | | | | 1/3/2021 | | | | — | | | | — | | | | | | 75,000 | | | | — | | | | — | | | | 13.09 | | | | 12/12/2022 | | | | — | | | | — | | | | | | 50,000 | | | | — | | | | — | | | | 6.01 | | | | 2/27/2025 | | | | — | | | | — | | | | | | 80,000 | | | | — | | | | — | | | | 5.02 | | | | 11/16/2025 | | | | — | | | | — | | | | | | 20,000 | | | | — | | | | — | | | | 3.63 | | | | 1/5/2026 | | | | — | | | | — | | | | | | 75,936 | | | | — | | | | — | | | | 2.83 | | | | 1/13/2027 | | | | — | | | | — | | | | | | 63,650 | | | | 31,350 | (2) | | | — | | | | 1.37 | | | | 3/2/2028 | | | | — | | | | — | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 39,187 | (3) | | | 308,010 | (8) | | | | | 29,988 | | | | 58,212 | (4) | | | — | | | | 2.19 | | | | 2/25/2029 | | | | — | | | | — | | | | | | 12,852 | | | | — | | | | 12,474 | (5) | | | 2.19 | | | | 2/25/2029 | | | | — | | | | — | | | | | | — | | | | 51,300 | (6) | | | — | | | | 2.56 | | | | 2/25/2030 | | | | — | | | | — | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 34,200 | (7) | | | 268,812 | (8) |
| Name | | | Option Awards(1) | | | Stock Awards(1) | | | | Number of
Securities
Underlying
Unexercised
Options —
Exercisable
(#) | | | Number of
Securities
Underlying
Unexercised
Options —
Unexercisable
(#) | | | Equity
Incentive
Plan awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) | | | Option
Exercise
Price
($) | | | Option
Expiration
Date | | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | | | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) | | | Andrew J. Littlefair | | | | | 150,000 | | | | | | — | | | | | | — | | | | | | 13.09 | | | | | | 12/12/2022 | | | | | | — | | | | | | — | | | | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | 6.01 | | | | | | 2/27/2025 | | | | | | — | | | | | | — | | | | | | | | | 96,000 | | | | | | — | | | | | | — | | | | | | 5.02 | | | | | | 11/16/2025 | | | | | | — | | | | | | — | | | | | | | | | 24,000 | | | | | | — | | | | | | — | | | | | | 3.63 | | | | | | 1/5/2026 | | | | | | — | | | | | | — | | | | | | | | | 260,000 | | | | | | — | | | | | | — | | | | | | 2.83 | | | | | | 1/13/2027 | | | | | | — | ��� | | | | | — | | | | | | | | | 213,750 | | | | | | — | | | | | | — | | | | | | 1.37 | | | | | | 3/2/2028 | | | | | | — | | | | | | — | | | | | | | | | 112,912 | | | | | | 55,613(2) | | | | | | — | | | | | | 2.19 | | | | | | 2/25/2029 | | | | | | — | | | | | | — | | | | | | | | | 24,557 | | | | | | — | | | | | | — | | | | | | 2.19 | | | | | | 2/25/2029 | | | | | | — | | | | | | — | | | | | | | | | 31,212 | | | | | | 60,588(3) | | | | | | — | | | | | | 2.56 | | | | | | 2/25/2030 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,392(4) | | | | | | 247,603(9) | | | | | | | | | — | | | | | | 183,600(5) | | | | | | — | | | | | | 10.18 | | | | | | 1/21/2031 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 122,400(6) | | | | | | 750,312(9) | | | | | | | | | — | | | | | | 250,000(7) | | | | | | — | | | | | | 6.77 | | | | | | 12/7/2031 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 1,250,00(8) | | | | | | 6.77 | | | | | | 12/7/2031 | | | | | | — | | | | | | — | | | | Robert M. Vreeland | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | 6.51 | | | | | | 11/4/2024 | | | | | | — | | | | | | — | | | | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | 8.66 | | | | | | 5/12/2025 | | | | | | — | | | | | | — | | | | | | | | | 12,000 | | | | | | — | | | | | | — | | | | | | 3.63 | | | | | | 1/5/2026 | | | | | | — | | | | | | — | | | | | | | | | 109,091 | | | | | | — | | | | | | — | | | | | | 2.83 | | | | | | 1/13/2027 | | | | | | — | | | | | | — | | | | | | | | | 95,000 | | | | | | — | | | | | | — | | | | | | 1.37 | | | | | | 3/2/2028 | | | | | | — | | | | | | — | | | | | | | | | 59,094 | | | | | | 29,106(2) | | | | | | — | | | | | | 2.19 | | | | | | 2/25/2029 | | | | | | — | | | | | | — | | | | | | | | | 12,852 | | | | | | — | | | | | | — | | | | | | 2.19 | | | | | | 2/25/2029 | | | | | | — | | | | | | — | | | | | | | | | 17,442 | | | | | | 33,858(3) | | | | | | — | | | | | | 2.56 | | | | | | 2/25/2030 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,572(4) | | | | | | 138,366(9) | | | | | | | | | — | | | | | | 102,600(5) | | | | | | — | | | | | | 10.18 | | | | | | 1/21/2031 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,400(6) | | | | | | 419,292(9) | | | | | | | | | — | | | | | | 150,000(7) | | | | | | — | | | | | | 6.77 | | | | | | 12/7/2031 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 525,000(8) | | | | | | 6.77 | | | | | | 12/7/2031 | | | | | | — | | | | | | — | | | | Mitchell W. Pratt | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | 13.09 | | | | | | 12/12/2022 | | | | | | — | | | | | | — | | | | | | | | | 60,000 | | | | | | — | | | | | | — | | | | | | 6.01 | | | | | | 2/27/2025 | | | | | | — | | | | | | — | | | | | | | | | 70,400 | | | | | | — | | | | | | — | | | | | | 5.02 | | | | | | 11/16/2025 | | | | | | — | | | | | | — | | | | | | | | | 17,600 | | | | | | — | | | | | | — | | | | | | 3.63 | | | | | | 1/5/2026 | | | | | | — | | | | | | — | | | | | | | | | 90,909 | | | | | | — | | | | | | — | | | | | | 2.83 | | | | | | 1/13/2027 | | | | | | — | | | | | | — | | | | | | | | | 35,000 | | | | | | — | | | | | | — | | | | | | 1.37 | | | | | | 3/2/2028 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 29,106(2) | | | | | | — | | | | | | 2.19 | | | | | | 2/25/2029 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 33,858(3) | | | | | | — | | | | | | 2.56 | | | | | | 2/25/2030 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,572(4) | | | | | | 138,366(9) | | | | | | | | | — | | | | | | 102,600(5) | | | | | | — | | | | | | 10.18 | | | | | | 1/21/2031 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,400(6) | | | | | | 419,292(9) | | | | | | | | | — | | | | | | 150,000(7) | | | | | | — | | | | | | 6.77 | | | | | | 12/7/2031 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 525,000(8) | | | | | | 6.77 | | | | | | 12/7/2031 | | | | | | — | | | | | | — | | |
| Name | | | Option Awards(1) | | | Stock Awards(1) | | | | Number of
Securities
Underlying
Unexercised
Options —
Exercisable
(#) | | | Number of
Securities
Underlying
Unexercised
Options —
Unexercisable
(#) | | | Equity
Incentive
Plan awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) | | | Option
Exercise
Price
($) | | | Option
Expiration
Date | | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | | | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) | | | Barclay F. Corbus | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | 13.09 | | | | | | 12/12/2022 | | | | | | — | | | | | | — | | | | | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | 6.01 | | | | | | 2/27/2025 | | | | | | — | | | | | | — | | | | | | | | | 80,000 | | | | | | — | | | | | | — | | | | | | 5.02 | | | | | | 11/16/2025 | | | | | | — | | | | | | — | | | | | | | | | 20,000 | | | | | | — | | | | | | — | | | | | | 3.63 | | | | | | 1/5/2026 | | | | | | — | | | | | | — | | | | | | | | | 75,936 | | | | | | — | | | | | | — | | | | | | 2.83 | | | | | | 1/13/2027 | | | | | | — | | | | | | — | | | | | | | | | 95,000 | | | | | | — | | | | | | — | | | | | | 1.37 | | | | | | 3/2/2028 | | | | | | — | | | | | | — | | | | | | | | | 59,094 | | | | | | 29,106(2) | | | | | | — | | | | | | 2.19 | | | | | | 2/25/2029 | | | | | | — | | | | | | — | | | | | | | | | 12,852 | | | | | | — | | | | | | — | | | | | | 2.19 | | | | | | 2/25/2029 | | | | | | — | | | | | | — | | | | | | | | | 17,442 | | | | | | 33,858(3) | | | | | | — | | | | | | 2.56 | | | | | | 2/25/2030 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,572(4) | | | | | | 138,366(9) | | | | | | | | | — | | | | | | 102,600(5) | | | | | | — | | | | | | 10.18 | | | | | | 1/21/2031 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,400(6) | | | | | | 419,292(9) | | | | | | | | | — | | | | | | 150,000(7) | | | | | | — | | | | | | 6.77 | | | | | | 12/7/2031 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 575,000(8) | | | | | | 6.77 | | | | | | 12/7/2031 | | | | | | — | | | | | | — | | |
(1)
Except as otherwise noted, all option and RSU awards granted before May 2016 were granted under our 2006 Plan and after May 2016 were granted under our 2016 Plan, and all such awards vest as follows: 34% of the shares subject to the award vest on the first anniversary of the date of grant and 33% of the shares subject to the award vest on each subsequent anniversary until all shares are fully vested, subject to continuing service by the named executive officer on each vesting date. The treatment of these option and RSU awards upon a termination or change of control is described under “Potential Payments Upon Termination or Change in Control” below. (2)
(2) Represents an option award granted on March 2, 2018.
(3) Represents a RSU award granted on March 2, 2018.
(4)
Represents an option award granted on February 25, 2019. (5) Represents a VVO award granted on February 25, 2019.
(6)
(3)
Represents an option award granted on February 25, 2020. (7)
(4)
Represents a RSU award granted on February 25, 2020. (5)
Represents an option award granted on January 21, 2021. (6)
Represents a RSU award granted on January 21, 2021. (7)
Represents an option award granted on December 7, 2021. (8)
Represents performance-based option awards granted on December 7, 2021. For 250,000 options granted to Mr. Littlefair, 150,000 options granted to each of Messrs. Vreeland and Pratt and for 200,000 options granted to Mr. Corbus: 25% of the total shares subject to the stock option award vest upon each achievement of a specific volume hurdle related to securing certain levels of RNG GGEs. For 1,000,000 options granted to Mr. Littlefair and 375,000 options granted to each of Messrs. Vreeland, Pratt and Corbus: 100% of the total shares subject to the stock option award vest immediately, if at all, if the closing share price of the Company’s common stock on Nasdaq equals or exceeds $14.00 for 20 consecutive trading days. (9)
Amount determined by multiplying the unvested stock awards by $7.86,$6.13, the closing price of our common stock on December 31, 2020.2021.
Option Exercises and Stock Vested The following table summarizes vesting of stock awards for each of our named executive officers in 2020:| | | Stock Awards | | | | | Number of | | | | | | | | Shares | | | | | | | | Acquired on | | | Value Realized | | | | | Vesting | | | on Vesting | | | Name | | (#) | | | ($) | | | Andrew J. Littlefair | | | 144,863 | | | | 361,467 | | | Robert M. Vreeland | | | 70,257 | | | | 173,317 | | | Mitchell W. Pratt | | | 65,079 | | | | 159,388 | | | Barclay F. Corbus | | | 57,464 | | | | 138,903 | |
2021: | Name | | | Stock Awards | | | | Number of
Shares
Acquired on
Vesting
(#) | | | Value Realized
on Vesting
($) | | | Andrew J. Littlefair | | | | | 91,345 | | | | | | 1,200,483 | | | | Robert M. Vreeland | | | | | 50,815 | | | | | | 667,806 | | | | Mitchell W. Pratt | | | | | 50,815 | | | | | | 667,806 | | | | Barclay F. Corbus | | | | | 50,815 | | | | | | 667,806 | | |
On December 31, 2015, we entered into an employment agreement with each of our named executive officers. See the description under “Compensation Discussion and Analysis—Analysis — Employment Agreements” and below under “Potential Payments Upon Termination or Change in Control” for more information. Pension Benefits, Non-Qualified Defined Contribution and Other Deferred Compensation Plans We do not have any defined-benefit plans that provide for payments or other benefits to our named executive officers at, following or in connection with their retirement. We also do not have any non-qualified defined contribution plans or other deferred compensation plans that provide for the deferral of compensation on a basis that is not tax-qualified. Potential Payments Upon Termination or Change in Control The narrative and tables below describe the amount of compensation to be paid to our named executive officers in the event of a termination of employment or a change in control. The amount of compensation payable to each of our named executive officers upon a voluntary termination, voluntary termination for good reason, involuntary without cause termination, failure by us to renew the named executive officer’s employment agreement upon its expiration, for-cause termination, change in control of our Company, termination in connection with a change in control and termination due to disability or death is shown in tabular format. Except as otherwise noted, the amounts shown in these tables assume that each such termination or change in control was effective as of December 31, 2020,2021, and thus are estimates of the amounts that would be paid to our named executive officers upon an actual termination or change in control because such amounts could only be determined at the time of such an actual termination or change in control. The amounts shown in these tables are based on the terms of each named executive officer’s employment agreement with us and the terms of agreements relating to each named executive officer’s outstanding equity awards.
Severance Compensation under Employment Agreements Pursuant to the terms of the employment agreement for each named executive officer: ·•
If we terminate a named executive officer without “cause” (as(as such term is defined in the employment agreement), if a named executive officer resigns for “good reason” (as(as such term is defined in the employment agreement) or if we do not renew the employment agreement before expiration of the term or any renewal term, then the named executive officer would be entitled to (1) a lump-sum payment of an amount equal to the sum of (A) his annual base salary earned through the date of termination and any annual cash incentive earned for the prior year to the extent not previously paid, (B) any compensation previously deferred by the named executive officer (together with any accrued interest or earnings thereon), (C) 150% of one year’s then-current annual base salary, (D) 150% of his previous year’s annual cash incentive actually earned under our performance-based cash
incentive plan, and (E) any vacation pay accrued and not paid as of the date of termination; (2) after the end of the calendar year in which the termination occurs, a lump-sum payment of an amount equal to the annual cash incentive that would be payable to the named executive officer under our performance-based cash incentive plan in respect of such year (based on the criteria applicable for that year) without any pro-rating; and (3) continuing participation, at our expense, for a period of one year from the date of termination in the benefit programs in which the named executive officer was enrolled at the time of termination. ·•
If we terminate any named executive officer’s employment without cause or do not renew his employment agreement within six months before or one year after the date of a “change in control” (as such term is defined in the employment agreement), or if a named executive officer resigns for good reason within six months before or one year after the date of the change in control, then the named executive officer would be entitled to the severance compensation described above, except that the lump-sum payment described in (1) above for all named executive officers except Mr. Littlefair would consist of 225% of his then-current annual base salary, 225% of his previous year’s annual cash incentive actually earned under our performance-based cash incentive plan, and the amounts described in (A), (B) and (E); and the lump-sum payment described in (1) above for Mr. Littlefair would consist of 300% of his then-current annual base salary, 300% of his previous year’s annual cash incentive actually earned under our performance-based cash incentive plan, and the amounts described in (A), (B) and (E). ·•
If any named executive officer ceases to be an employee due to death or disability, then the named executive officer would be entitled to the amounts described in (1)(A), (B) and (E) and (2) above, except that the amount described in (2) above would be pro-rated based on the number of weeks during the last fiscal year during which the named executive officer was an employee. ·•
If, at any time that our common stock is not listed or quoted on a national securities exchange or an over-the-counter quotation system, (i) the employment of either of Messrs. Littlefair or Pratt is terminated for cause, we would be entitled, at our option, to repurchase all or a portion of our stock owned by him, or (ii) the employment of either of these named executive officers is terminated due to death or disability, we would be required to repurchase all of our stock owned by him. In consideration of the receipt of any of the severance compensation described above and as a precondition to their receipt, each named executive officer would be required to execute and deliver, and not revoke, a release in favor of us in the form attached to his employment agreement. For purposes of the tables below, we have assumed that the amounts described in (1)(A) and (B) above have already been paid to the applicable named executive officer or are $0.
For purposes of each such named executive officer’s employment agreement: ·• “Cause”
“Cause” means (1) the named executive officer committing a material act of dishonesty against us, (2) the named executive officer being convicted of a felony involving moral turpitude or (3) the named executive officer committing a material breach of his confidentiality, trade secret, non-solicitation or invention assignment obligations under his employment agreement. ·• “Good
“Good reason” means the named executive officer resigns from his employment after we (1) have materially diminished the named executive officer’s duties, authority, responsibility, annual base salary or annual incentive compensation opportunity, (2) materially breach the employment agreement; (3) change the person to whom the named executive officer reports, or (4) change the location of the named executive officer’s principal place of employment ·• “Change
“Change in control” means (1) any “person” (as(as defined or referred to in Section 3(a)(9) and/or 13(d)(1), et seq. of the Exchange Act and the associated rules of the SEC promulgated thereunder), other than an existing stockholder of the Company as of January 1, 2006, is or becomes the “beneficial owner” (as(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of our then-outstanding securities, or (2) a merger or consolidation of the Company in which its voting securities immediately before the merger or consolidation do not represent, or are not converted into securities that represent, a majority of the combined voting power of all voting securities of the surviving entity immediately after the merger or consolidation, or (3) a sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of the Company or a liquidation or dissolution of the Company, or (4) individuals who, as of the date of the employment agreement, constitute the Company’s board of directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Company’s board of directors; provided that, other than in connection with an actual or threatened proxy contest, any individual who becomes a director subsequent to the date of the employment agreement whose election, or nomination for election by the stockholders of the Company, was approved by the vote of at least a majority of the directors then in office shall be deemed a member of the Incumbent Board. Vesting of PVUs
The terms of the PVUs granted to our named executive officers are subject to the following provisions regarding changes in the employment status of a named executive officer: (i) the PVU award will be forfeited in full if the named executive officer’s employment with the Company is terminated for cause (as defined in his employment agreement) or voluntarily by the named executive officer before the fourth anniversary of the PVU’s grant date (“Termination Date”); (ii) if the named executive officer’s employment is terminated by the Company without cause (as defined in his employment agreement) and the Stock Price Hurdle is subsequently satisfied before the Termination Date, the Time-Vested Percentage (as defined in the PVU award agreement) of the PVUs will vest on the date the Stock Price Hurdle is satisfied; (iii) if the named executive officer ceases to be an employee due to death or disability, the Time-Vested Percentage of the PVUs will immediately vest; and (iv) if the Company experiences a “change in control,” as defined in the Amended and Restated 2006 Equity Incentive Plan (“2006 Plan”) or the 2016 Plan, as applicable, before the Termination Date, 100% of the PVUs will vest if the per share consideration received by holders of common stock in connection with such change in control equals or exceeds the Stock Price Hurdle. For purposes of the PVU award agreements, “Time-Vested Percentage” means (1) the quotient of (A) the number of full months that have elapsed from the PVU’s grant date up to the date of the holder’s termination of service, divided by (B) forty-eight, multiplied by (2) one hundred, provided that the Time-Vested Percentage shall never exceed one hundred.
For purposes of the tables below, no amounts are shown for the vesting of PVUs because none of our named executive officers held any outstanding PVUs as of December 31, 2020.
Vesting of Options VVOs and RSUs The terms of the option and VVO awards granted to our named executive officers provide that all unvested options and VVOs will be forfeited if the named executive officer’s employment with the Company is terminated for cause (as defined in his employment agreement) or voluntarily by the named executive officer before their applicable vesting date, that all unvested options and VVOs will vest in full if the named executive officer’s employment is terminated by the Company without cause (as defined in his employment agreement), and that all vested options and VVOs will generally continue to be exercisable for three months after the date of any such termination. The terms of the RSU awards granted to our named executive officers provide that all unvested RSUs will be forfeited if the named executive officer’s employment with the Company is terminated by the Company for cause or voluntarily by the named executive officer before their applicable vesting date, and that all unvested RSUs will vest in full if the named executive officer’s employment is terminated by the Company without cause or if the named executive officer ceases to be an employee due to death or disability before their applicable vesting date.
If the Company experiences a “change in control,” as defined in the 2006 Plan or the 2016 Plan, as applicable, then each such named executive officer’s option VVO and RSU awards that are outstanding on the date that immediately precedes the change in control will (A) if such awards are not assumed or replaced by the successor company in the change in control, immediately vest in full and, if applicable, become fully exercisable on the date of the change in control, or (B) if such awards are assumed or replaced by the successor company in the change in control but the named executive officer’s employment is terminated by the successor company without cause or by the named executive officer for good reason within 12 months following the change in control (based on the definitions of “cause” and “good reason” in his employment agreement with us), immediately vest in full and, if applicable, become fully exercisable on the date of such termination. For purposes of the tables below, the “spread” value ( i.e., the excess of $7.86$6.13 per share, which was the closing price of our common stock on December 31, 2020,2021, over the applicable option exercise price) of unvested option awards that were “in the money” on December 31, 20202021 is presented. For VVOs, the tables below assume that all unvested VVOs will vest.
Potential Payments to Each Named Executive Officer
The following table shows the potential cash payments or other benefits to be provided to our President and Chief Executive Officer, Andrew J. Littlefair, if a termination and/or a change in control had occurred as of December 31, 2020:| | | | | | | | | | | | | | | | | | | | Involuntary | | | | | | | | | | | | | | | | | | | | | | | | Voluntary | | Without | | | | | | | | | | | | | | | | | | | | | | | | Termination | | Cause | | | | | | | | | | | | | | | | | | | | | | | | for Good | | Termination | | | | | | | | | | | | | | | | | | | | | | | | Reason in | | in | | | | | | | | | | | | Voluntary | | | Involuntary | | | Failure to | | | | | | connection | | connection | | | | | | | | | | | | Termination | | | Without | | | Renew | | | | Change | | with a | | with a | | Termination | | Termination | | | | | Voluntary | | | for Good | | | Cause | | | Employment | | For-Cause | | In | | Change in | | Change in | | Due to | | Due to | | | Benefit and Payments | | Termination | | | Reason | | | Termination | | | Agreement | | Termination | | Control | | Control | | Control | | Disability | | Death | | | Cash Severance Payment | | | — | | | $ | 2,411,475 | | | $ | 2,411,475 | | | $ | 2,411,475 | | | — | | | — | | $ | 4,316,808 | | $ | 4,316,808 | | | — | | | — | | | Continuation of Medical/Welfare Benefits (present value) | | | — | | | $ | 23,900 | | | $ | 23,900 | | | $ | 23,900 | | | — | | | — | | $ | 23,900 | | $ | 23,900 | | | — | | | — | | | Vacation Pay | | $ | 80,863 | | | $ | 80,863 | | | $ | 80,863 | | | $ | 80,863 | | $ | 80,863 | | | — | | $ | 80,863 | | $ | 80,863 | | $ | 80,863 | | $ | 80,863 | | | RSU Vesting(1) | | | — | | | | — | | | $ | 1,035,453 | | | $ | 1,035,453 | | | — | | | — | | $ | 1,035,453 | | $ | 1,035,453 | | $ | 1,035,453 | | $ | 1,035,453 | | | Option Vesting(2) | | | — | | | | — | | | $ | 1,710,115 | | | $ | 1,710,115 | | | — | | | — | | $ | 1,710,115 | | $ | 1,710,115 | | $ | 1,710,115 | | $ | 1,710,115 | | | Total: | | $ | 80,863 | | | $ | 2,516,238 | | | $ | 5,261,806 | | | $ | 5,261,806 | | $ | 80,863 | | | — | | $ | 7,167,139 | | $ | 7,167,139 | | $ | 2,826,431 | | $ | 2,826,431 | |
| (1) | At December 31, 2020, Mr. Littlefair held 131,737 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $7.86, the closing price of our common stock on December 31, 2020. |
| (2) | At December 31, 2020, Mr. Littlefair held 297,397 options that had not vested and have an exercise price less than $7.86, the closing price of our common stock on December 31, 2020. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $7.86 over the exercise price for such options. |
| Benefit and Payments | | | Voluntary
Termination | | | Voluntary
Termination
for Good
Reason | | | Involuntary
Without
Cause
Termination | | | Failure to
Renew
Employment
Agreement | | | For-Cause
Termination | | | Change
In
Control | | | Voluntary
Termination
for Good
Reason in
connection
with a
Change in
Control | | | Involuntary
Without
Cause
Termination
in
connection
with a
Change in
Control | | | Termination
Due to
Disability | | | Termination
Due to
Death | | | Cash Severance Payment | | | | | — | | | | | $ | 2,649,768 | | | | | $ | 2,649,768 | | | | | $ | 2,649,768 | | | | | | — | | | | | | — | | | | | $ | 4,460,200 | | | | | $ | 4,460,200 | | | | | | — | | | | | | — | | | Continuation of Medical/Welfare Benefits
(present value) | | | | | — | | | | | $ | 24,025 | | | | | $ | 24,025 | | | | | $ | 24,025 | | | | | | — | | | | | | — | | | | | $ | 24,025 | | | | | $ | 24,025 | | | | | | — | | | | | | — | | | | Vacation Pay | | | | $ | 80,863 | | | | | $ | 80,863 | | | | | $ | 80,863 | | | | | $ | 80,863 | | | | | $ | 80,863 | | | | | | — | | | | | $ | 80,863 | | | | | $ | 80,863 | | | | | $ | 80,863 | | | | | $ | 80,863 | | | | RSU Vesting(1) | | | | | — | | | | | | — | | | | | $ | 997,915 | | | | | $ | 997,915 | | | | | | — | | | | | | — | | | | | $ | 997,915 | | | | | $ | 997,915 | | | | | $ | 997,915 | | | | | $ | 997,915 | | | | Option Vesting(2) | | | | | — | | | | | | — | | | | | $ | 435,414 | | | | | $ | 435,414 | | | | | | — | | | | | | — | | | | | $ | 435,414 | | | | | $ | 435,414 | | | | | $ | 435,414 | | | | | $ | 435,414 | | | | Total: | | | | $ | 80,863 | | | | | $ | 2,754,656 | | | | | $ | 4,187,985 | | | | | $ | 4,187,985 | | | | | $ | 80,863 | | | | | | — | | | | | $ | 5,998,417 | | | | | $ | 5,998,417 | | | | | $ | 1,514,192 | | | | | $ | 1,514,192 | | |
(1)
At December 31, 2021, Mr. Littlefair held 162,792 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $6.13, the closing price of our common stock on December 31, 2021. (2)
At December 31, 2021, Mr. Littlefair held 116,201 options that had not vested and have an exercise price less than $6.13, the closing price of our common stock on December 31, 2021. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $6.13 over the exercise price for such options. The following table shows the potential cash payments or other benefits to be provided to our Chief Financial Officer, Robert M. Vreeland, if a termination and/or a change in control had occurred as of December 31, 2020:| | | | | | | | | | | | | | | | | | | | | | | | Involuntary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Voluntary | | | Without | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination | | | Cause | | | | | | | | | | | | | | | | | | | | | | | | | | | | | for Good | | | Termination | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Reason in | | | in | | | | | | | | | | | | | | Voluntary | | | Involuntary | | | Failure to | | | | | | | | | connection | | | connection | | | | | | | | | | | | | | Termination | | | Without | | | Renew | | | | | | Change | | | with a | | | with a | | | Termination | | | Termination | | | | | Voluntary | | | for Good | | | Cause | | | Employment | | | For-Cause | | | In | | | Change in | | | Change in | | | Due to | | | Due to | | | Benefit and Payments | | Termination | | | Reason | | | Termination | | | Agreement | | | Termination | | | Control | | | Control | | | Control | | | Disability | | | Death | | | Cash Severance Payment | | | — | | | $ | 1,100,900 | | | $ | 1,100,900 | | | $ | 1,100,900 | | | | — | | | | — | | | $ | 1,551,350 | | | $ | 1,551,350 | | | | — | | | | — | | | Continuation of Medical/Welfare Benefits (present value) | | | — | | | $ | 12,702 | | | $ | 12,702 | | | $ | 12,702 | | | | — | | | | — | | | $ | 12,702 | | | $ | 12,702 | | | | — | | | | — | | | Vacation Pay | | $ | 46,154 | | | $ | 46,154 | | | $ | 46,154 | | | $ | 46,154 | | | $ | 46,154 | | | | — | | | $ | 46,154 | | | $ | 46,154 | | | $ | 46,154 | | | $ | 46,154 | | | RSU Vesting(1) | | | — | | | | — | | | $ | 576,822 | | | $ | 576,822 | | | | — | | | | — | | | $ | 576,822 | | | $ | 576,822 | | | $ | 576,822 | | | $ | 576,822 | | | Option Vesting(2) | | | — | | | | — | | | $ | 876,141 | | | $ | 876,141 | | | | — | | | | — | | | $ | 876,141 | | | $ | 876,141 | | | $ | 876,141 | | | $ | 876,141 | | | Total: | | $ | 46,154 | | | $ | 1,159,756 | | | $ | 2,612,719 | | | $ | 2,612,719 | | | $ | 46,154 | | | | — | | | $ | 3,063,169 | | | $ | 3,063,169 | | | $ | 1,499,117 | | | $ | 1,499,117 | |
| Benefit and Payments | | | Voluntary
Termination | | | Voluntary
Termination
for Good
Reason | | | Involuntary
Without
Cause
Termination | | | Failure to
Renew
Employment
Agreement | | | For-Cause
Termination | | | Change
In
Control | | | Voluntary
Termination
for Good
Reason in
connection
with a
Change in
Control | | | Involuntary
Without
Cause
Termination
in
connection
with a
Change in
Control | | | Termination
Due to
Disability | | | Termination
Due to
Death | | | Cash Severance Payment | | | | | — | | | | | $ | 1,309,611 | | | | | $ | 1,309,611 | | | | | $ | 1,309,611 | | | | | | — | | | | | | — | | | | | $ | 1,797,111 | | | | | $ | 1,797,111 | | | | | | — | | | | | | — | �� | | Continuation of Medical/Welfare Benefits
(present value) | | | | | — | | | | | $ | 12,811 | | | | | $ | 12,811 | | | | | $ | 12,811 | | | | | | — | | | | | | — | | | | | $ | 12,811 | | | | | $ | 12,811 | | | | | | — | | | | | | — | | | | Vacation Pay | | | | $ | 51,923 | | | | | $ | 51,923 | | | | | $ | 51,923 | | | | | $ | 51,923 | | | | | $ | 51,923 | | | | | | — | | | | | $ | 51,923 | | | | | $ | 51,923 | | | | | $ | 51,923 | | | | | $ | 51,923 | | | | RSU Vesting(1) | | | | | — | | | | | | — | | | | | $ | 557,658 | | | | | $ | 557,658 | | | | | | — | | | | | | — | | | | | $ | 557,658 | | | | | $ | 557,658 | | | | | $ | 557,658 | | | | | $ | 557,658 | | | | Option Vesting(2) | | | | | — | | | | | | — | | | | | $ | 235,551 | | | | | $ | 235,551 | | | | | | — | | | | | | — | | | | | $ | 235,551 | | | | | $ | 235,551 | | | | | $ | 235,551 | | | | | $ | 235,551 | | | | Total: | | | | $ | 51,923 | | | | | $ | 1,374,345 | | | | | $ | 2,167,554 | | | | | $ | 2,167,554 | | | | | $ | 51,923 | | | | | | — | | | | | $ | 2,655,054 | | | | | $ | 2,655,054 | | | | | $ | 845,132 | | | | | $ | 845,132 | | |
| (1) | At December 31, 2020, Mr. Vreeland held 73,387 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $7.86, the closing price of our common stock on December 31, 2020. |
| (2) | At December 31, 2020, Mr. Vreeland held 153,336 options that had not vested and have an exercise price less than $7.86, the closing price of our common stock on December 31, 2020. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $7.86 over the exercise price for such options. |
(1)
At December 31, 2021, Mr. Vreeland held 90,972 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $6.13, the closing price of our common stock on December 31, 2021. (2)
At December 31, 2021, Mr. Vreeland held 62,964 options that had not vested and have an exercise price less than $6.13, the closing price of our common stock on December 31, 2021. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $6.13 over the exercise price for such options. The following table shows the potential cash payments or other benefits to be provided to our Chief Operating Officer and Corporate Secretary, Mitchell W. Pratt, if a termination and/or a change in control had occurred as of December 31, 2020:| | | | | | | | | | | | | | | | | | Involuntary | | | | | | | | | | | | | | | | | | | | | | Voluntary | | Without | | | | | | | | | | | | | | | | | | | | | | Termination | | Cause | | | | | | | | | | | | | | | | | | | | | | for Good | | Termination | | | | | | | | | | | | | | | | | | | | | | Reason in | | in | | | | | | | | | | | Voluntary | | Involuntary | | Failure to | | | | | | | connection | | connection | | | | | | | | | | | Termination | | Without | | Renew | | | | | Change | | with a | | with a | | Termination | | Termination | | | | | Voluntary | | for Good | | Cause | | Employment | | | For-Cause | | In | | Change in | | Change in | | Due to | | Due to | | | Benefit and Payments | | Termination | | Reason | | Termination | | Agreement | | | Termination | | Control | | Control | | Control | | Disability | | Death | | | Cash Severance Payment | | | — | | $ | 1,324,570 | | $ | 1,324,570 | | $ | 1,324,570 | | | | — | | | — | | $ | 1,866,538 | | $ | 1,866,538 | | | — | | | — | | | Continuation of Medical/Welfare Benefits (present value) | | | — | | $ | 21,898 | | $ | 21,898 | | $ | 21,898 | | | | — | | | — | | $ | 21,898 | | $ | 21,898 | | | — | | | — | | | Vacation Pay | | $ | 55,531 | | $ | 55,531 | | $ | 55,531 | | $ | 55,531 | | | $ | 55,531 | | | — | | $ | 55,531 | | $ | 55,531 | | $ | 55,531 | | $ | 55,531 | | | RSU Vesting(1) | | | — | | | — | | $ | 576,822 | | $ | 576,822 | | | | — | | | — | | $ | 576,822 | | $ | 576,822 | | $ | 576,822 | | $ | 576,822 | | | Option Vesting(2) | | | — | | | — | | $ | 876,141 | | $ | 876,141 | | | | — | | | — | | $ | 876,141 | | $ | 876,141 | | $ | 876,141 | | $ | 876,141 | | | Total: | | $ | 55,531 | | $ | 1,401,999 | | $ | 2,854,962 | | $ | 2,854,962 | | | $ | 55,531 | | | — | | $ | 3,396,930 | | $ | 3,396,930 | | $ | 1,508,494 | | $ | 1,508,494 | |
| (1) | At December 31, 2020, Mr. Pratt held 73,387 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $7.86, the closing price of our common stock on December 31, 2020. |
| (2) | At December 31, 2020, Mr. Pratt held 153,336 options that had not vested and have an exercise price less than $7.86, the closing price of our common stock on December 31, 2020. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $7.86 over the exercise price for such options. |
| Benefit and Payments | | | Voluntary
Termination | | | Voluntary
Termination
for Good
Reason | | | Involuntary
Without
Cause
Termination | | | Failure to
Renew
Employment
Agreement | | | For-Cause
Termination | | | Change
In
Control | | | Voluntary
Termination
for Good
Reason in
connection
with a
Change in
Control | | | Involuntary
Without
Cause
Termination
in
connection
with a
Change in
Control | | | Termination
Due to
Disability | | | Termination
Due to
Death | | | Cash Severance Payment | | | | | — | | | | | $ | 1,527,095 | | | | | $ | 1,527,095 | | | | | $ | 1,527,095 | | | | | | — | | | | | | — | | | | | $ | 2,097,397 | | | | | $ | 2,097,397 | | | | | | — | | | | | | — | | | Continuation of Medical/Welfare Benefits
(present value) | | | | | — | | | | | $ | 22,024 | | | | | $ | 22,024 | | | | | $ | 22,024 | | | | | | — | | | | | | — | | | | | $ | 22,024 | | | | | $ | 22,024 | | | | | | — | | | | | | — | | | | Vacation Pay | | | | $ | 59,973 | | | | | $ | 59,973 | | | | | $ | 59,973 | | | | | $ | 59,973 | | | | | $ | 59,973 | | | | | | — | | | | | $ | 59,973 | | | | | $ | 59,973 | | | | | $ | 59,973 | | | | | $ | 59,973 | | | | RSU Vesting(1) | | | | | — | | | | | | — | | | | | $ | 557,658 | | | | | $ | 557,658 | | | | | | — | | | | | | — | | | | | $ | 557,658 | | | | | $ | 557,658 | | | | | $ | 557,658 | | | | | $ | 557,658 | | | | Option Vesting(2) | | | | | — | | | | | | — | | | | | $ | 235,551 | | | | | $ | 235,551 | | | | | | — | | | | | | — | | | | | $ | 235,551 | | | | | $ | 235,551 | | | | | $ | 235,551 | | | | | $ | 235,551 | | | | Total: | | | | $ | 59,973 | | | | | $ | 1,609,092 | | | | | $ | 2,402,301 | | | | | $ | 2,402,301 | | | | | $ | 59,973 | | | | | | — | | | | | $ | 2,972,603 | | | | | $ | 2,972,603 | | | | | $ | 853,182 | | | | | $ | 853,182 | | |
(1)
At December 31, 2021, Mr. Pratt held 90,972 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $6.13, the closing price of our common stock on December 31, 2021. (2)
At December 31, 2021, Mr. Pratt held 62,964 options that had not vested and have an exercise price less than $6.13, the closing price of our common stock on December 31, 2021. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $6.13 over the exercise price for such options. The following table shows the potential cash payments or other benefits to be provided to our Senior Vice President, Strategic Development and Renewable Fuels, Barclay F. Corbus, if a termination and/or a change in control had occurred as of December 31, 2020:| | | | | | | | | | | | | | | | | | | | | Voluntary | | | Involuntary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination | | | Without | | | | | | | | | | | | | | | | | | | | | | | | | | | | | for Good | | | Cause | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Reason in | | | Termination | | | | | | | | | | | | | | Voluntary | | | Involuntary | | | Failure to | | | | | | | | | connection | | | in connection | | | | | | | | | | | | | | Termination | | | Without | | | Renew | | | | | | | | | with a | | | with a | | | Termination | | | Termination | | | | | Voluntary | | | for Good | | | Cause | | | Employment | | | For-Cause | | | Change In | | | Change in | | | Change in | | | Due to | | | Due to | | | Benefit and Payments | | Termination | | | Reason | | | Termination | | | Agreement | | | Termination | | | Control | | | Control | | | Control | | | Disability | | | Death | | | Cash Severance Payment | | | — | | | $ | 1,220,390 | | | $ | 1,220,390 | | | $ | 1,220,390 | | | | — | | | | — | | | $ | 1,719,731 | | | $ | 1,719,731 | | | | — | | | | — | | | Continuation of Medical/Welfare Benefits (present value) | | | — | | | $ | 28,002 | | | $ | 28,002 | | | $ | 28,002 | | | | — | | | | — | | | $ | 28,002 | | | $ | 28,002 | | | | — | | | | — | | | Vacation Pay | | $ | 51,163 | | | $ | 51,163 | | | $ | 51,163 | | | $ | 51,163 | | | $ | 51,163 | | | | — | | | $ | 51,163 | | | $ | 51,163 | | | $ | 51,163 | | | $ | 51,163 | | | RSU Vesting(1) | | | — | | | | — | | | $ | 576,822 | | | $ | 576,822 | | | | — | | | | — | | | $ | 576,822 | | | $ | 576,822 | | | $ | 576,822 | | | $ | 576,822 | | | Option Vesting(2) | | | — | | | | — | | | $ | 876,141 | | | $ | 876,141 | | | | — | | | | — | | | $ | 876,141 | | | $ | 876,141 | | | $ | 876,141 | | | $ | 876,141 | | | Total: | | $ | 51,163 | | | $ | 1,299,555 | | | $ | 2,752,518 | | | $ | 2,752,518 | | | $ | 51,163 | | | | — | | | $ | 3,251,859 | | | $ | 3,251,859 | | | $ | 1,504,126 | | | $ | 1,504,126 | |
| Benefit and Payments | | | Voluntary
Termination | | | Voluntary
Termination
for Good
Reason | | | Involuntary
Without
Cause
Termination | | | Failure to
Renew
Employment
Agreement | | | For-Cause
Termination | | | Change In
Control | | | Voluntary
Termination
for Good
Reason in
connection
with a
Change in
Control | | | Involuntary
Without
Cause
Termination
in connection
with a
Change in
Control | | | Termination
Due to
Disability | | | Termination
Due to
Death | | | Cash Severance Payment | | | | | — | | | | | $ | 1,406,986 | | | | | $ | 1,406,986 | | | | | $ | 1,406,986 | | | | | | — | | | | | | — | | | | | $ | 1,932,433 | | | | | $ | 1,932,433 | | | | | | — | | | | | | — | | | | Continuation of Medical/Welfare Benefits (present value) | | | | | — | | | | | $ | 28,127 | | | | | $ | 28,127 | | | | | $ | 28,127 | | | | | | — | | | | | | — | | | | | $ | 28,127 | | | | | $ | 28,127 | | | | | | — | | | | | | — | | | | Vacation Pay | | | | $ | 55,256 | | | | | $ | 55,256 | | | | | $ | 55,256 | | | | | $ | 55,256 | | | | | $ | 55,256 | | | | | | — | | | | | $ | 55,256 | | | | | $ | 55,256 | | | | | $ | 55,256 | | | | | $ | 55,256 | | | | RSU Vesting(1) | | | | | — | | | | | | — | | | | | $ | 557,658 | | | | | $ | 557,658 | | | | | | — | | | | | | — | | | | | $ | 557,658 | | | | | $ | 557,658 | | | | | $ | 557,658 | | | | | $ | 557,658 | | | | Option Vesting(2) | | | | | — | | | | | | — | | | | | $ | 235,551 | | | | | $ | 235,551 | | | | | | — | | | | | | — | | | | | $ | 235,551 | | | | | $ | 235,551 | | | | | $ | 235,551 | | | | | $ | 235,551 | | | | Total: | | | | $ | 55,256 | | | | | $ | 1,490,369 | | | | | $ | 2,283,578 | | | | | $ | 2,283,578 | | | | | $ | 55,256 | | | | | | — | | | | | $ | 2,809,025 | | | | | $ | 2,809,025 | | | | | $ | 848,465 | | | | | $ | 848,465 | | |
| (1) | At December 31, 2020, Mr. Corbus held 73,387 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $7.86, the closing price of our common stock on December 31, 2020. |
| (2) | At December 31, 2020, Mr. Corbus held 153,336 options that had not vested and have an exercise price less than $7.86, the closing price of our common stock on December 31, 2020. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $7.86 over the exercise price for such options. |
(1)
At December 31, 2021, Mr. Corbus held 90,972 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $6.13, the closing price of our common stock on December 31, 2021. (2)
At December 31, 2021, Mr. Corbus held 62,964 options that had not vested and have an exercise price less than $6.13, the closing price of our common stock on December 31, 2021. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $6.13 over the exercise price for such options. We are required by applicable SEC rules to disclose the annual total compensation of our Chief Executive Officer, the median annual total compensation of all of our other employees, and the ratio of these two amounts.
In determining the median annual total compensation of our employees other than our Chief Executive Officer, we started by preparing a list of all such employees as of December 31, 20202021 and each such employee’s taxable earnings for 20202021 as reflected in our payroll records, which generally consists of salary; regular, hourly, and overtime wages; commissions; incentives and other miscellaneous earnings. This list includes all our employees on such date (except solely for our Chief Executive Officer), whether employed on a full-time, part-time, seasonal or temporary basis and wherever located, resulting in 445443 employees who are all located in the United States. For any such employees who are permanently employed (in other words, who are not employed on a seasonal or temporary basis) and who joined the Company after January 1, 2020,2021, this list reflects 20202021 taxable earnings on an annualized basis. We then ordered the employees in this list based on the amounts of their 20202021 taxable earnings, selected the single employee at the midpoint of the re-ordered list, and calculated the amount of this single midpoint employee’s annual total compensation using the methodology required by SEC rules for calculating the total compensation of our named executive officers as reported in the Summary Compensation Table above. The annual total compensation for our median employee was $86,048.90$130,294, and the annual total compensation for our Chief Executive Officer was $1,826,353.$10,811,193. We estimate the ratio of the annual total compensation of our Chief Executive Officer to the median annual total compensation of all our other employees is 21.283 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules. In light of the many different methodologies, exclusions, estimates and assumptions companies are permitted to use in determining an estimate of their respective pay ratios, as well as the differing employment and compensation practices and industry standards that impact these ratios, our estimated pay ratio information may not be comparable to the pay ratio information reported by other companies, and we discourage the use of this information as a basis for comparison between companies. Neither our compensation committee nor our management used our pay ratio information in making compensation decisions for 20202021 or 2021.2022.
Risks Related to Compensation Policies and Practices The compensation committee regularly monitors and considers whether our overall compensation programs, including our executive compensation program, create incentives for employees to take excessive or unreasonable risks that could materially harm our Company. Although risk-taking is a necessary part of any business, the compensation committee focuses on aligning the Company’s compensation policies with the long-term interests of the Company and its stockholders and avoiding short-term rewards for management decisions that could pose long-term risks to the Company. Although a portion of our executive compensation plan is performance-based, which could motivate risk-taking, we do not believe our overall compensation structure encourages excessive or unnecessary risk-taking. We believe our approach to goal-setting, the mix of different types of compensation, payouts at multiple levels of performance, evaluation of performance results, and allowance for compensation committee discretion in determining award types, levels and payouts assist in mitigating these risks, as follows: ·•
Our compensation structure includes a combination of compensation vehicles, including a competitive base salary and benefits generally available to all of our employees, equity awards to incentivize long-term performance and align the interests of our employees with those of our stockholders, annual cash incentives to reward executives for achieving Company objectives, and change in control and post-termination severance compensation to encourage retention of our key executives. ·•
To discourage excessive or unnecessary risk-taking, for 2020,2021, payouts to each named executive officer under our performance-based cash incentive plan were based on four distinct performance metrics, each with material weighting. Additionally, the compensation committee retains the discretion to increase or decrease payouts under this incentive plan as it deems appropriate. ·•
To help mitigate risks of overpayment due to fraudulent, intentional or grossly negligent errors, our clawback policy permits us, under certain circumstances, to recover certain cash compensation in the event of a restatement of our financial statements or excess payments of performance-based compensation in the event of a restatement or other adjustment of the performance measures on which the payments are based. We further believe that our internal legal and financial controls appropriately mitigate the probability and potential impact of an individual employee committing our Company to a harmful long-term business transaction in exchange for a short-term compensation benefit.
Based on the factors described above, we believe our 20202021 compensation programs do not create risks that are reasonably likely to have a material adverse effect on our Company. Calculation of 20202021 Adjusted EBITDA The following table shows adjusted EBITDA as we defined it for 20202021 and reconciles this non-GAAP financial measure to the GAAP measure net income (loss): | | | Year Ended December 31, 2020 | | | | | (in thousands) | | | Net income (loss) attributable to Clean Energy Fuels Corp. | | $ | (9,864 | ) | | Income tax expense | | | 309 | | | Interest expense | | | 7,348 | | | Interest income | | | (1,345 | ) | | Depreciation and amortization | | | 47,682 | | | Stock-based compensation | | | 2,957 | | | Loss (income) from equity method investments | | | 161 | | | Loss (gain) from change in fair value of derivative instruments | | | (2,175 | ) | | Adjusted EBITDA | | $ | 45,073 | |
| | | | Year Ended
December 31, 2021 | | | | (in thousands) | | | Net loss attributable to Clean Energy Fuels Corp. | | | | $ | (93,146) | | | | Income tax expense | | | | | 119 | | | | Interest expense | | | | | 4,430 | | | | Interest income | | | | | (1,082) | | | | Depreciation and amortization | | | | | 45,184 | | | | Amazon warrant charges | | | | | 83,641 | | | | Stock-based compensation | | | | | 14,994 | | | | Loss (income) from SAFE&CEC S.r.l equity method investment | | | | | (598) | | | | Loss (gain) from change in fair value of derivative instruments | | | | | 3,490 | | | | Adjusted EBITDA | | | | $ | 57,032 | | | | | | |
We use cash and equity compensation to attract and retain qualified candidates to serve on our Board. The amount and type of cash and equity compensation awarded to non-employee directors is determined by the compensation committee each year in its sole discretion. In setting non-employee director compensation, the compensation committee considers a variety of factors, including the significant amount of time that our directors spend in fulfilling their duties to our Company, as well as the level of experience and skill required of the members of the Board. We have also awarded compensation to individual non-employee directors or directors serving in certain positions on our Board or its committees in recognition of outstanding service or efforts on the Company’s behalf. Further, in setting director compensation, our compensation committee considers that a director’s independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes charitable or political contributions to organizations with which a director is affiliated or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which a director is affiliated. Directors who are our employees receive no additional compensation for their services as directors. In addition, for 20202021 and 2022 each of Messrs. Charleux, Maurisse, and Montantême,Wolffsheim and for 2021 each of Messrs. Charleux and MaurisseMs. Boissy-Rousseau voluntarily waived histheir right to receive compensation for histheir services as a director of our Company. After reviewing the factors described above and others that it considered relevant, the compensation committee approved the non-employee director compensation program described below for 20202021 and 2022 compensation. Cash For 2021 compensation.Cash
For 2020 and 2021,2022, our non-employee directors (other than Messrs. Charleux, MontantêmeMaurisse and Maurisse)Wolffsheim and Ms. Boissy-Rousseau) received (or will receive) the following cash compensation:
·•
All of our non-employee directors receive base cash compensation of $60,000 per year; ·•
Audit committee members (other than the Chairman) receive an additional $2,500 in cash compensation per year in recognition of their additional responsibilities; ·•
The Chairman of the audit committee receives an additional $10,000 per year in recognition of his additional responsibilities; and ·•
The Chairman of the Board receives an additional $60,000 per year in recognition of his additional responsibilities.
EquityFor 2020, each non-employee director (other than Messrs. Montantême and Charleux) received an option award for a number of shares equal to a grant date fair value of approximately $63,840 and $79,380 for Mr. Weil only as his grant date was in August 2020, all of which were fully vested upon grant. For 2021, each
Each non-employee director (other than Messrs. Charleux, Maurisse and Maurisse)Wolffsheim and Ms. Boissy-Rousseau) received an option award on January 21, 2021 for a number of shares equal to a grant date fair value of approximately $579,000 and an option award on December 7, 2021 for a number of shares equal to a grant date fair value of approximately $438,000, except for Ms. Paskett who received only an option award on December 21, 2021 for a number of shares equal to a grant date fair value of approximately $420,000, all of which will be vested in one year.year from each option award date. The compensation committee chose to award options (rather than RSUs or a combination of RSUs and options) in 2020 and 2021 based on, among other things, its determination that our non-employee directors preferred option awards and the compensation committee’s desire to limit depletion of the 2016 Plan’s share limit (each share of common stock issued in respect of RSUs awarded under the 2016 Plan is counted against the share limit as 1.5 shares, whereas each share of common stock issued in respect of options awarded under the 2016 Plan is counted against the share limit as 1.0 share). The December option awards were granted to the non-employee directors in lieu of making any annual long-term equity awards to the directors in 2022. Because of the December grant timing and the way the SEC’s disclosure rules work, the director compensation table below effectively includes two-years’ worth of
equity awards, which we believe overstates the compensation received by the non-employee directors in 2021. The chart below illustrates the value of the two equity awards granted to the non-employee directors in 2021. | | Grant Date Value of January 2021 Awards
($) | | | Grant Date Value of December 2021 Awards
($) | | | | $579,000 | | | | $ | 438,000(1) | | |
(1)
The grant date value of Ms. Paskett’s award was $420,000. Because of the December grants, the Board does not intend to grant any non-employee directors any additional equity awards in calendar 2022. Director Compensation Table The following table summarizes the compensation we paid to directors who are not employees of our Company for 2020:| | | Fees Earned or | | | Option | | | | | | | | Paid in Cash | | | Awards(2) | | | Total | | | Name(1) | | ($) | | | ($) | | | ($) | | | Stephen A. Scully(3) | | | 122,500 | | | | 63,840 | | | | 186,340 | | | Lizabeth Ardisana(4) | | | 60,000 | | | | 63,840 | | | | 123,840 | | | Philippe Charleux | | | — | | | | — | | | | — | | | John S. Herrington(5) | | | 61,875 | | | | 63,840 | | | | 125,715 | | | James C. Miller III(6) | | | 70,000 | | | | 63,840 | | | | 133,840 | | | Warren I. Mitchell | | | 15,000 | | | | — | | | | 15,000 | | | Philippe Montantême | | | — | | | | — | | | | — | | | James E. O’Connor | | | 30,000 | | | | 63,840 | | | | 93,840 | | | Kenneth M. Socha(7) | | | 60,000 | | | | 63,840 | | | | 123,840 | | | Vincent C. Taormina(8) | | | 62,500 | | | | 63,840 | | | | 126,340 | | | Parker A. Weil(9) | | | 31,250 | | | | 79,380 | | | | 110,630 | |
| Name(1) | | | Fees Earned or
Paid in Cash
($) | | | Option
Awards(2)
($) | | | Total
($) | | | Stephen A. Scully(3) | | | | | 122,500 | | | | | | 1,017,000 | | | | | | 1,139,500 | | | | Lizabeth Ardisana(4) | | | | | 60,000 | | | | | | 1,017,000 | | | | | | 1,077,000 | | | | John S. Herrington(5) | | | | | 15,000 | | | | | | 579,000 | | | | | | 594,000 | | | | James C. Miller III(6) | | | | | 70,000 | | | | | | 1,017,000 | | | | | | 1,087,000 | | | | Kenneth M. Socha(7) | | | | | 60,000 | | | | | | 1,017,000 | | | | | | 1,077,000 | | | | Vincent C. Taormina(8) | | | | | 62,500 | | | | | | 1,017,000 | | | | | | 1,079,500 | | | | Parker A. Weil(9) | | | | | 62,500 | | | | | | 1,017,000 | | | | | | 1,079,500 | | | | Lorraine Paskett(10) | | | | | — | | | | | | 420,000 | | | | | | 420,000 | | |
(1)
Andrew J. Littlefair, our President and Chief Executive Officer, is not included in this table because he is an employee of the Company and thus receives no additional compensation for his services as a director. The compensation received by Mr. Littlefair as an employee of the Company is shown in the Summary Compensation Table above. Mr.Messrs. Maurisse, isCharleux, Wolffsheim and Ms. Boissy-Rousseau are not included in this table because he was appointed as a director in 2021.each voluntarily waived their right to receive compensation for 2021 and 2022. (2)
On February 25, 2020,January 21, 2021 and December 7, 2021, each of our non-employee directors were granted an option award for 42,00075,000 shares and 100,000 shares, respectively, of common stock but for Mr. Weil(1) Ms. Paskett, who was granted an option award for 42,000100,000 shares of common stock on August 14, 2020.December 21, 2021 and (2) for Mr. Herrington, who was not granted an option award in December since his service as a Director ceased in March 2021. The option awards for our non-employee directors have an exercise price of $2.56$10.18 per share and $2.70,$6.77, respectively, and all such awards werewill be fully vested upon grant.a year from each option award date. The amounts shown in this column represent the grant date fair value of these option awards calculated in accordance with FASB ASC 718. For a discussion about the valuation models and assumptions used to calculate the fair value of these awards, see Note 13 to the consolidated financial statements included in the Annual Report. (3)
As of December 31, 2020,2021, Mr. Scully had fully vested and outstanding options to purchase the following: 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; 42,500 shares at an exercise price of $2.19; and 42,000 shares at an exercise price of $2.56. $2.56; 75,000 shares at an exercise price of $10.18; and 100,000 outstanding unvested options to purchase shares at an exercise price of $6.77. (4)
As of December 31, 2020, Mr. Scully had fully vested stock awards of 164,500 shares.(4) As of December 31, 2020,2021, Ms. Ardisana had fully vested and outstanding options to purchase the following: 42,00022,000 shares at an exercise price of $2.56. $2.56; 75,000 shares at an exercise price of $10.18; and 100,000 outstanding unvested options to purchase shares at an exercise price of $6.77.
(5)
As of December 31, 2020, Ms. Ardisana had fully vested stock awards of 42,000 shares. | (5) | As of December 31, 2020, Mr. Herrington had fully vested and outstanding options to purchase the following: 20,000 shares at an exercise price of $14.22; 25,000 shares at an exercise price of $15.11; 20,000 shares at an exercise price of $13.09; 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; 42,500 shares at an exercise price of $2.19; and 42,000 shares at an exercise price of $2.56. As of December 31, 2020, Mr. Herrington had fully vested stock awards of 229,500 shares. |
2021, Mr. Herrington did not hold any options. (6)
As of December 31, 2020,2021, Mr. Miller had fully vested and outstanding options to purchase the following: 25,000 shares at an exercise price of $15.11; 20,000 shares at an exercise price of $14.22;$13.09; 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 42,500 shares at an exercise price of $2.19; 42,000 shares at an exercise price of $2.56; 75,000 shares at an exercise price of $10.18; and 100,000 outstanding unvested options to purchase shares at an exercise price of $6.77. (7)
As of December 31, 2021, Mr. Socha had fully vested and outstanding options to purchase the following: 25,000 shares at an exercise price of $15.11; 20,000 shares at an exercise price of $13.09; 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 42,500 shares at an exercise price of $2.19; 42,000 shares at an exercise price of $2.56; 75,000 shares at an exercise price of $10.18; and 100,000 outstanding unvested options to purchase shares at an exercise price of $6.77. (8)
As of December 31, 2021, Mr. Taormina had fully vested and outstanding options to purchase the following:; 25,000 shares at
an exercise price of $15.11; 20,000 shares at an exercise price of $13.09; 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; 42,500 shares at an exercise price of $2.19; and 42,000 shares at an exercise price of $2.56. As of December 31, 2020, Mr. Miller had fully vested stock awards of 229,500 shares.
(7) As of December 31, 2020, Mr. Socha had fully vested and outstanding options to purchase the following: 20,000$2.56; 75,000 shares at an exercise price of $14.22; 25,000$10.18; and 100,000 outstanding unvested options to purchase shares at an exercise price of $15.11; 20,000 shares at an exercise price of $13.09; 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; 42,500 shares at an exercise price of $2.19; and 42,000 shares at an exercise price of $2.56. $6.77.
(9)
As of December 31, 2020, Mr. Socha had fully vested stock awards of 229,500 shares.(8) As of December 31, 2020, Mr. Taormina had fully vested and outstanding options to purchase the following: 20,000 shares at an exercise price of $14.22; 25,000 shares at an exercise price of $15.11; 20,000 shares at an exercise price of $13.09; 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; 42,500 shares at an exercise price of $2.19; and 42,000 shares at an exercise price of $2.56. As of December 31, 2020, Mr. Taormina had fully vested stock awards of 229,500 shares.
(9) As of December 31, 2020,2021, Mr. Weil had fully vested and outstanding options to purchase the following: 42,000 shares at an exercise price of $2.70. $2.70; 75,000 shares at an exercise price of $10.18; and 100,000 outstanding unvested options to purchase shares at an exercise price of $6.77.
(10)
As of December 31, 2020, Mr. Weil2021, Ms. Paskett had fully vested stock awardsoutstanding unvested options to purchase the following: 100,000 shares at an exercise price of 42,000 shares.$6.49.
EQUITY COMPENSATION PLANS
Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about compensation plans under which our equity securities are authorized for issuance as of December 31, 2020:| | | Equity Compensation Plan Information | | | | Number of Securities | | Weighted-Average | | Number of Securities | | | | | to be Issued upon | | Exercise Price of | | Remaining Available | | | | | Exercise of | | Outstanding | | for Future Issuance | | | | | Outstanding Options, | | Options, Warrants | | under Equity | | | Plan Category | | Warrants and Rights | | and Rights | | Compensation Plans | | | Equity compensation plans approved by security holders | | 9,121,547 | (1) | $ | 5.38 | (2) | | 20,996,603 | (3) | | Equity compensation plans not approved by security holders | | — | | — | | | — | | | Total | | 9,121,547 | | $ | 5.38 | | | 20,996,603 | |
| | | | Equity Compensation Plan Information | | | Plan Category | | | Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights | | | Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights | | | Number of Securities
Remaining Available
for Future Issuance
under Equity
Compensation Plans | | | Equity compensation plans approved by security holders | | | | | 18,280,613(1) | | | | | $ | 6.68(2) | | | | | | 9,425,692(3) | | | | Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | | | Total | | | | | 18,280,613 | | | | | $ | 6.68 | | | | | | 9,425,692 | | |
(1)
Of these shares, 3,211,1002,238,050 were subject to options then outstanding under the 2006 Plan, 4,931,73114,915,621 were subject to options then outstanding under the 2016 Plan, and 978,7161,126,942 were subject to RSUs then outstanding under the 2016 Plan. The Company’s authority to grant new awards under the 2006 Plan terminated upon the adoption of the 2016 Plan in May 2016. (2)
This weighted-average exercise price does not reflect 978,7161,126,942 shares that will be issued upon the settlement of outstanding RSUs. (3)
Represents (a) 19,132,0517,595,607 shares available for future issuance under the 2016 Plan as of December 31, 2020,2021, and (b) 1,864,5521,830,085 shares available for future issuance under the ESPP, excluding 17,11233,173 shares that were subject to purchase under the ESPP during the purchase period ended December 31, 2020.2021. Shares available under the 2016 Plan may be used for any type of award authorized in that plan.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Related Party Transactions Except as described below, since January 1, 2020,2021, there has not been, nor is there currently proposed, any transaction or series of similar transactions in which we were or are to be a participant, in which the amount involved exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of our common stock or any immediate family member of any of the foregoing had or will have a direct or indirect material interest. This does not include employment compensation or compensation for Board service, which are described elsewhere in this Proxy Statement.
Relationships with TOTALTotalEnergies and its AffiliatesTotal
During 2021, the Company recognized revenue of $3.3 million and $0.4 million, respectively, related to LNG sold to TotalEnergies and its affiliates in the ordinary course of business and AFTC credits associated therewith. The Company purchased $0.6 million in parts and materials from TotalEnergies in the ordinary course of business during 2021. On May 9, 2018, we entered into a stock purchase agreement (the “Purchase Agreement”) with TMS for the sale and issuance to TMS of up to 50,856,296 shares of our common stock, representing approximately 25% of the outstanding shares of our common stock and the largest ownership position of our Company, for a per share purchase price of $1.64 and an aggregate cash purchase price of $83.4 million. The Total Private PlacementTotalEnergies private placement closed on June 13, 2018. Pursuant to the Purchase Agreement, TMS has the right to designate up to two individuals to serve as directors on our Board. Subject to certain limited conditions as described in the Purchase Agreement, including compliance with our governing documents and all applicable laws, rules and regulations, we will be obligated to appoint or nominate for election as directors of our Company the individuals so designated by TMS and, from and after such appointment or election, either (1) appoint one of these individuals to serve on the audit committee of the Board and any other Board committees that may be formed from time to time for the purpose of making decisions that are strategically significant to our Company, or (2) nominate another individual as an observer of such Board committees, who is to be invited to attend all meetings of such committees in a non-voting observer capacity. TMS’ rights and our obligations relating to these designees and observers continue until (and if) (a) with respect to TMS’ right to designate two individuals to serve as directors on our Board and an optional observer to serve on certain Board committees, TMS’ voting power is less than 16.7% but more than 10.0%, and (b) with respect to TMS’ right to designate one individual to serve as a director on our Board and an optional observer to serve on certain Board committees, TMS’ voting power is less than 10.0%, in each case measured in relation to the votes then entitled to be cast in an election of directors by our stockholders. The Purchase Agreement also provides that, until the later of May 9, 2020 or such date when TMS ceases to hold more than 5% of our common stock then outstanding, among other similar undertakings and subject to customary conditions and exceptions, TMS and its affiliates are prohibited from purchasing shares of our common stock or otherwise pursuing transactions that would result in TMS owning more than 30% of our equity securities without the approval of our Board. In connection with the Purchase Agreement on May 9, 2018, we and all of our then-directors and officers entered into a voting agreement with TMS. Pursuant to the voting agreement, each of our directors and officers agreed to vote all shares of our common stock presently or hereafter owned or controlled by such director or officer, in any vote of our stockholders that may be held from time to time, in favor of the election of the individuals designated by TMS to serve as directors on our Board. Each of our directors and officers has also granted to TMS a proxy to vote all such shares in accordance with the terms of the voting agreement. For each of our directors and officers party to the voting agreement, the voting obligations contained in the agreement continue from and after, and for so long as, TMS’ director designation rights
are in effect, as described above, and such director or officer continues to serve in such capacity for our Company (other than Mr. Pickens, one of our former directors and co-founders, who continues to be bound by these voting obligations even after he has ceased to serve as such for our Company) and continues to hold shares of our common stock. Pursuant to the Purchase Agreement, we also entered into a registration rights agreement with TMS on June 13, 2018. Pursuant to the registration rights agreement, we became obligated to, at our expense, (1) file one or more registration statements with the SEC to cover the resale of the shares of our common stock purchased by TMS under the Purchase Agreement, (2) use our commercially reasonable efforts to cause all such registration statements to be declared effective in a timely manner, (3) use our commercially reasonable efforts to maintain the effectiveness of such registration statements until all such shares are sold or may be sold without restriction pursuant to applicable rules under the Securities Act, and (4) make and keep available adequate current public information and timely file with the SEC all required reports and other documents until all such shares are sold or may be sold without restriction. If such registration statements are not filed or declared effective as described above or any such effective registration statements subsequently become unavailable for more than 30 days in any 12-month period while they are required to maintained as effective, then we would be required to pay liquidated damages to TMS equal to 0.75% of the aggregate purchase price for the shares remaining eligible for such registration rights each month for each such failure (up to a maximum of 4.0% of the aggregate purchase price for the shares remaining eligible for such registration rights each year).
Credit Support Agreement On January 2, 2019, we entered a credit support agreement (“CSA”(as amended, the “CSA”) with TotalTotalEnergies Holdings USA Inc. (“THUSA”), a wholly owned subsidiary of TOTAL.TotalEnergies. Under the CSA, THUSA agreed to enter into a guaranty agreement (“Guaranty”) pursuant to which it has guaranteed our obligation to repay up to $100.0 million in term loans (“Loans”) and interest thereon in accordance with a term credit agreement we have entered into with an unaffiliated third party (the “Lender”). In consideration for the commitments of THUSA under the CSA, we are required to pay THUSA on a quarterly basis, a guaranty fee at a rate per annumquarter equal to 10%2.5% of the average aggregate Loan amount for the preceding calendar quarter. Following any payment by THUSA to the Lender under the Guaranty, we would be obligated to immediately pay to THUSA the full amount of such payment plus interest on such amount at a rate equal to LIBOR plus 1.0%. In addition, we would be obligated to pay and reimburse THUSA for all reasonable out-of-pocket expenses it incurs in the performance of its services under the CSA, including all reasonable out-of-pocket attorneys’ fees and expenses incurred in connection with the payment to the Lender under the Guaranty or any enforcement or attempt to enforce any of our obligations under the CSA. The CSA includes customary representations and warranties and affirmative and negative covenants by us. In addition, upon the occurrence of a “Trigger Event” and during its continuation, THUSA may, among other things: elect not to guarantee additional Loans; declare all or any portion of the outstanding amounts we owe THUSA under the CSA to be due and payable; and exercise all other rights it may have under applicable law. Each of the following events constitutes a Trigger Event: we default with respect to any payment obligation under the CSA; any representation or warranty made by us in the CSA was false, incorrect, incomplete or misleading in any material respect when made; we fail to observe or perform any material covenant, obligation, condition or agreement in the CSA; or we default in the observance or performance of any agreement, term or condition contained in any other agreement with THUSA or an affiliate of THUSA. As security for our obligations under the CSA, on January 2, 2019, we entered into a pledge and security agreement with THUSA and delivered a collateral assignment of contracts to THUSA, pursuant to which we collaterally assigned to THUSA all fueling agreements we enter into with participants in our Zero Nowtruck financing program. In addition, on January 2, 2019, we entered into a lockbox agreement with THUSA and PlainsCapital Bank, under which we granted THUSA a security interest in the cash flow generated by the fueling agreements we enter into with participants in the Zero Now program. Until the occurrence of a Trigger Event or Fundamental Trigger Event (as described below) under the CSA, we have the freedom to operate in the normal course and there are no restrictions on the flow of funds in and out of the lockbox account established pursuant to the lockbox agreement. Upon the occurrence of a Trigger Event under the CSA, all funds in the lockbox account will be: first, used to make scheduled debt repayments of Loans and interest thereon; and second, released to us. Further, upon the occurrence of a “Fundamental
Trigger Event” under the CSA and during its continuation, in addition to exercising any of the remedies available to THUSA upon the occurrence of a Trigger Event as described above: all participants in the Zero Now program would pay amounts owed under their fueling agreements with us directly into the lockbox account; under a “sweep” mechanism, all cash in the lockbox account would be used to prepay all outstanding Loans; no other disbursements from the lockbox account could be made without THUSA’s consent; and THUSA would retain dominion over the lockbox account and the funds in the account would remain as security for our payment and reimbursement obligations under the CSA. Each of the following events constitutes a Fundamental Trigger Event: we default in the observance or performance of any agreement, term or condition contained in the term credit agreement governing the Loans that would constitute an event of default thereunder, up to or beyond any grace period provided in such agreement, unless waived by the Lender; we default in the observance or performance of any agreement, term or condition contained in any evidence of indebtedness other than such term credit agreement, and the effect of such default is to cause, or permit the holders of such indebtedness to cause, acceleration of indebtedness in an aggregate amount for all such collective defaults of $20.0 million or more; voluntary and involuntary bankruptcy and insolvency events; and the occurrence of a change of control of our Company.
The CSA will terminate following the later of: the payment in full of all of our obligations under the CSA; and the termination or expiration of the Guaranty following the maturity date of the last outstanding Loan or December 31, 2023, whichever is earlier.
During 2021, we paid TotalEnergies $0.3 million related to the guaranty fee under the CSA. Commodity Swap Arrangements In October 2018, we entered into commodity swap arrangements with TotalTotalEnergies Gas & Power North America, an affiliate of TOTALTotalEnergies and THUSA, intended to manage diesel price fluctuation risks related to the natural gas fuel supply commitments we expect to make in our anticipated fueling agreements with fleet operators that participate in our Zero Nowtruck financing program, which arrangements cover five million diesel gallons of natural gas fuel volume annually from April 2019 through June 2024.Sales During the year ended December 31, 2021, the Company paid TotalEnergies Gas & Power North America $0.8 million for settlements on commodity swap contracts and recognized revenue of RINs
In 2020, we sold Renewable Identification Numbers$0.2 million related to THUSA for proceeds of $4,434,517.50 in the ordinary course of business and at market prices.
settlements on commodity swap contracts. On March 3, 2021, we entered an agreement (“TotalTotalEnergies JV Agreement”) with TotalTotalEnergies that created a 50/50 joint venture (“TotalTotalEnergies JV”) to develop anaerobic digester gas (“ADG”) RNG production projects at dairies and other animal waste facilities in the United States. The TotalTotalEnergies JV Agreement contemplates that the TotalTotalEnergies JV will invest up to $400 million of equity in production projects, and TotalTotalEnergies and the Company each committed to initially provide $50 million for the TotalTotalEnergies JV. Pursuant to the TotalTotalEnergies JV Agreement, the Company and TotalTotalEnergies have given the TotalTotalEnergies JV a limited right of first opportunity to invest in dairy and other animal waste RNG projects they respectively originate. To fundOn October 12, 2021, we entered into an LLC agreement (the “DR Development Agreement”) with TotalEnergies to develop a dairy ADG RNG production facility project (the “DR JV”). Under the DR Development Agreement, the Company and TotalEnergies have each committed to contribute $7.0 million to the DR JV. On November 1, 2021, we and TotalEnergies have each contributed an initial $4.8 million capital contribution to the DR JV. During 2021, the Company recognized management fee revenue of $75,000 related to the TotalEnergies JV. Relationship Involving Ms. Paskett The spouse of Ms. Paskett, who was appointed to our equityBoard in December 2021, is a partner at Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”), a law firm that provides legal services to the Total JV, we haveCompany. Since January 1, 2021, the optionCompany has paid $262,639 in legal fees to use $20 million of Loans (as defined above).Akin Gump. Policies and Procedures for Related Party Transactions Our audit committee charter requires that all related party transactions, as defined in applicable SEC rules, be reviewed and approved by our audit committee or another independent body of the Board, in
accordance with applicable Nasdaq rules. When evaluating any such transaction, our audit committee focuses on whether the terms of the transaction are at least as favorable to us as terms we would receive on an arm’s-length basis from an unaffiliated third party. Each of the transactions described above that was required to be reviewed and approved by the audit committee in accordance with its charter was so reviewed and approved.
The audit committee is responsible for overseeing our accounting, auditing and financial reporting practices on behalf of the Board. Management is responsible for the preparation and presentation of our consolidated financial statements, including establishing accounting and financial reporting principles and establishing and maintaining systems of internal control over financial reporting. Our independent registered public accounting firm is responsible for expressing an opinion on our consolidated financial statements and an opinion on our internal control over financial reporting. In performing its responsibilities, the audit committee has reviewed and discussed, with management and KPMG LLP, our independent registered public accounting firm, the audited consolidated financial statements included in the Annual Report. The audit committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. Additionally, the audit committee has received the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the audit committee concerning independence and has discussed with KPMG LLP its independence. Based on the reviews and discussions referred to above, the audit committee recommended to the Board that the audited consolidated financial statements of Clean Energy Fuels Corp. be included in our annual report on Form 10-K for the year ended December 31, 20202021 for filing with the SEC. | | | Audit Committee: | | James C. Miller III, Chairman | | Stephen A. Scully | | Vincent C. Taormina | | Parker A. Weil |
Audit Committee:
James C. Miller III, Chairman
Stephen A. Scully
Vincent C. Taormina
Parker A. Weil This audit committee report shall not be deemed to be “soliciting material,” or to be “filed”“filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act, other than as provided by applicable SEC rules, or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act. This audit committee report will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference.
Stockholder Proposals for 20222023 Annual Meeting
Stockholder Proposals to be Considered for Inclusion in Our Proxy Materials Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 20222023 annual meeting of stockholders and considered for inclusion in our proxy materials for that meeting must be received by our Secretary at our principal executive offices no later than December __, 2021.8, 2022. However, if our 2022we change the date of the 2023 annual meeting of stockholders is not held between April 27, 2022 and June 26, 2022,by more than 30 days from the date of this year’s Annual Meeting, then such proposals must be received a reasonable time before we begin to print and send our proxy materials for the 20222023 annual meeting of stockholdersstockholders. .Director Nominations or Stockholder Proposals to be Brought Before an Annual Meeting But Not Included in Our Proxy Materials Our amended and restated bylaws provide that, for stockholder nominations of directors or other proposals to be considered at an annual meeting but not sought to be included in our proxy materials for the meeting, the stockholder must have given timely written notice of the director nomination or proposal to us. To be timely for our 20222023 annual meeting of stockholders, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices between the close of business on February [ ],October 9, 2022 and the close of business on March [ ],December 8, 2022; provided, however, that if our 20222023 annual meeting of stockholders is not held between April 27, 202219, 2023 and June 26, 2022,18, 2023, then notice will be timely if it is received not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by us fewer than 70 days prior to the date of such annual meeting, the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by us. A stockholder’s notice to the Company must set forth, as to each director nominee or other proposal the stockholder proposes to bring before our 20222023 annual meeting, all of the information required by our amended and restated bylaws. We will not entertain any director nominations or other proposals at the Annual Meeting or at our 20222023 annual meeting that do not meet the requirements set forth in our amended and restated bylaws. Stockholder proposals or director nominations submitted to the Company’s Secretary that do not comply with the above requirements may not be brought before the 20222023 annual meeting of stockholders. In addition, a stockholder who intends to solicit proxies in support of director nominees other than the Company’s nominees at the 2023 annual meeting of stockholders must provide written notice to the Company setting forth the information required by Rule 14a-19 under the Exchange Act, unless the required information has been provided in a preliminary or definitive proxy statement previously filed by the stockholder. Such written notice must be provided in accordance with Rule 14a-19 no later than March 20, 2023. If we change the date of the 2023 annual meeting of stockholders by more than 30 days from the date of this year’s Annual Meeting, written notice must be provided by the later of 60 days prior to the date of the 2023 annual meeting of stockholders or the 10th day following the day on which public announcement of the date of the 2023 annual meeting of stockholders is first made. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our amended and restated bylaws as described above. Other Business at the Annual Meeting We have not received any notice of other business to come before the Annual Meeting as of the date of this Proxy Statement and we do not otherwise know of any other business to be submitted at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the individuals we have designated as proxies for the Annual Meeting will vote on such matters in their discretion. It is the intention of such individuals to vote the shares represented by proxy at the Annual Meeting on any such matter as recommended by the Board or, if no recommendation is given, in accordance with their judgment.
More Information About the Company For more information about the Company, please refer to our Annual Report, which accompanies this Proxy Statement. Our annual report on Form 10-K for the year ended December 31, 2020,2021, which is a part of the Annual
Report, was filed with the SEC on March 9, 2021,February 24, 2022, and is accessible on our website at http://investors.cleanenergyfuels.com/financial-information/annual-reports. You may also obtain a copy of the Annual Report at no charge and copies of any exhibit listed in the Annual Report for a fee (equal to our reasonable expenses in furnishing such exhibit) by sending a written request to the attention of Investor Relations at the address of our principal executive offices.If you have questions about
By order of the Annual Meeting or need assistance in voting your shares, or if you would like to request additional copies of our proxy materials for the Annual Meeting (which will be provided free of charge), please contact our proxy solicitor, MacKenzie, using the following contact information:MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
(212) 929-5500 or
Call Toll Free (800) 322-2885
Email: proxy@mackenziepartners.com
| | | By order of the Board, | |  | | MITCHELL W. PRATT | | Corporate Secretary |
Board, MITCHELL W. PRATT
Corporate Secretary
Annex A Proposed 2022 Employee Stock Purchase Plan CLEAN ENERGY FUELS CORP. 4675 2022 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 2022 Employee Stock Purchase Plan (the “Plan”) of Clean Energy Fuels Corp (the “Company”). 1. Purpose. The purpose of the Plan (as defined below) is to provide Employees (as defined below) of the Company (as defined below) and its Designated Parents (as defined below) or Subsidiaries (as defined below) with an opportunity to purchase Common Stock (as defined below) of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code (as defined below) and the applicable regulations thereunder. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. As used herein, the following definitions shall apply: (a) “Administrator” means either the Board or a committee of the Board that is responsible for the administration of the Plan as is designated from time to time by resolution of the Board. (b) “Applicable Laws” means the legal requirements relating to the administration of employee stock purchase plans, if any, under applicable provisions of federal securities laws, state corporate and securities laws, the Code and the applicable regulations thereunder, the rules of any applicable stock exchange or national market system, and the rules of any foreign jurisdiction applicable to participation in the Plan by residents therein. (c) “Board” means the Board of Directors of the Company. (d) “Code” means the Internal Revenue Code of 1986, as amended. (e) “Commission” means the U.S. Securities and Exchange Commission. (f) “Common Stock” means the common stock of the Company, par value of $0.0001 per share, and such other securities or property as may become the subject of Options pursuant to an adjustment made under Section 18. (g) “Compensation” means an Employee’s base salary from the Company or one or more Designated Parents or Subsidiaries, including such amounts of base salary as are deferred by the Employee: (i) under a qualified cash or deferred arrangement described in Section 401(k) of the Code; or (ii) to a plan qualified under Section 125 of the Code. “Compensation” does not include overtime, bonuses, annual awards, other incentive payments, reimbursements or other expense allowances, fringe benefits (cash or non-cash), moving expenses, deferred compensation, contributions (other than contributions described in the first sentence) made on the Employee’s behalf by the Company or one or more Designated Parents or Subsidiaries under any employee benefit or welfare plan now or hereafter established, and any other payments not specifically referenced in the first sentence. The Administrator may establish, in its discretion and on a uniform and nondiscriminatory basis, a different definition of Compensation prior to an Offer Date for all Options to be granted on such Offer Date, which definition may vary among Participants who are employed by the Company or different Designated Parents or Subsidiaries. (h) “Corporate Transaction” means any of the following transactions, unless the Administrator provides otherwise: (i) any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity the stockholders of which did not own all or substantially all of the Common Stock in substantially the same proportions as immediately before such transaction);
(ii) the sale of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned subsidiary of the Company); (iii) the acquisition of beneficial ownership of a controlling interest of fifty percent (50%) or more (including power to vote) in the outstanding shares of Common Stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Exchange Act); (iv) the dissolution or liquidation of the Company; (v) a contested election of directors, as a result of which or in connection with which the persons who were members of the Board before such election or their nominees cease to constitute a majority of the Board; or (vi) any other event specified, prior to the commencement of an Offer Period, by the Board. Notwithstanding the foregoing, the term “Corporate Transaction” shall not include any underwritten public offering of shares registered under the Securities Act of 1933, as amended. (i) “Designated Parents or Subsidiaries” means any of the Parents or Subsidiaries, which have been designated by the Administrator from time to time as eligible to participate in the Plan. (j) “Effective Date” means June 30, 2022. However, should any Parent or Subsidiary become a Designated Parent or Subsidiary after such date, then the Administrator, in its discretion, shall designate a separate Effective Date with respect to the employee-participants of such Designated Parent or Subsidiary. (k) “Employee” means any individual, including an officer or director, who is an employee of the Company or a Designated Parent or Subsidiary for purposes of Section 423 of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the individual’s employer. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated on the day that is three (3) months and one (1) day following the start of such leave, for purposes of determining eligibility to participate in the Plan. (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended. (m) “Exercise Date” means the last day of each Offer Period. (n) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) If the Common Stock is listed on one or more established stock exchanges, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Common Stock is listed (as determined by the Administrator) on the date of determination (or, if no closing sales price or closing bid were reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported); (ii) If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or (iii) In the absence of an established market for the Common Stock of the type described in (i) and (ii), above, its Fair Market Value thereof shall be determined by the Administrator in good faith. (o) “New Exercise Date” has the meaning set forth in Section 18(b).
(p) “Offer Period” means an Offer Period established pursuant to Section 4 hereof. (q) “Offering” means an offer under this Plan of an Option that may be exercised during an Offer Period. For purposes of the Plan, all Employees eligible to participate pursuant to Section 3 will be deemed to participate in the same Offering unless the Administrator otherwise determines that Employees of the Company or one or more Designated Parent or Subsidiary will be deemed to participate in separate Offerings, in which case the Offerings will be considered separate even if the dates of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted by Section 1.423-2(a)(1) of the Treasury regulations issued under Section 423 of the Code, the terms of each Offering need not be identical provided that the terms of the Plan and the Offering together satisfy Sections 1.423-2(a)(2) and (a)(3) of such Treasury regulations. (r) “Offering Date” means the first day of each Offer Period. (s) “Option” means, with respect to each Offer Period, a right to purchase shares of Common Stock on the Exercise Date for such Offer Period in accordance with the terms and conditions of the Plan. (t) “Parent” means a “parent corporation” of the Company, whether now or hereafter existing, as defined in Section 424(e) of the Code. (u) “Participant” means an Employee of the Company or Designated Parent or Subsidiary who has enrolled in the Plan as set forth in Section 5(a). (v) “Purchase Price” means an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Exercise Date. (w) “Reserves” means, as of any date, the sum of: (1) the number of shares of Common Stock covered by each then outstanding Option under the Plan which has not yet been exercised; and (2) the number of shares of Common Stock which have been authorized for issuance under the Plan but not then subject to an outstanding Option. (x) “Subsidiary” means a “subsidiary corporation” of the Company, whether now or hereafter existing, as defined in Section 424(f) of the Code. 3. Eligibility. (a) General. Subject to the further limitations in Sections 3(b) and 3(c), any individual who is an Employee on a given Offering Date shall be eligible to participate in the Plan for the Offer Period commencing with such Offering Date. No individual who is not an Employee shall be eligible to participate in the Plan. (b) Limitations on Grant and Accrual. Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an Option under the Plan: (i) if, immediately after the grant, such Employee (taking into account stock owned by any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Parent or Subsidiary; or (ii) which permits the Employee’s rights to purchase stock under all employee stock purchase plans of the Company and its Parents or Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars (US$25,000) worth of stock (determined at the Fair Market Value of the shares at the time such Option is granted) for each calendar year in which such Option is outstanding at any time. The determination of the accrual of the right to purchase stock shall be made in accordance with Section 423(b)(8) of the Code and the regulations thereunder. (c) Other Limits on Eligibility. Notwithstanding Subsection (a), above, the Company, in its discretion, may determine prior to the Offering Date for an Offer Period that the following Employees shall not be eligible to participate in the Plan for such Offer Period: (i) Employees whose customary employment is 20 hours or fewer per week; (ii) Employees whose customary employment is for not more than five (5) months in any calendar year; (iii) Employees who have been employed for less than
two (2) years; or (iv) highly compensated Employees (within the meaning of Section 414(q) of the Code). Notwithstanding Subsection (a), above, unless otherwise determined prior to the Offering Date for an Offer Period, the following Employees shall not be eligible to participate in the Plan for such Offer Period: Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether he or she is also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if his or her participation is prohibited under the laws of the applicable non-U.S. jurisdiction or if complying with the laws of the applicable non-U.S. jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. 4. Offer Periods. (a) Unless otherwise determined by the Administrator, the Plan shall be implemented through consecutive Offer Periods of six (6) months’ duration commencing each January 1 and July 1 following the Effective Date during the term of the Plan until the earlier of: (i) the maximum number of shares of Common Stock available for issuance under the Plan shall have been purchased; or (ii) the Plan shall have been sooner terminated in accordance with Section 19. (b) A Participant shall be granted a separate Option for each Offer Period in which he or she participates. The Option shall be granted on the Offering Date and shall be automatically exercised on the last day of the Offer Period. (c) Except as specifically provided herein, the acquisition of Common Stock through participation in the Plan for any Offer Period shall neither limit nor require the acquisition of Common Stock by a Participant in any subsequent Offer Period. 5. Participation. (a) An eligible Employee may become a Participant in the Plan by submitting an authorization of payroll deduction (using such form or method (including electronic forms) as the Administrator may designate from time to time) as of a date in advance of the Offering Date for the Offer Period in which such participation will commence, as required by the Administrator for all eligible Employees with respect to a given Offer Period. (b) Payroll deductions for a Participant shall commence with the first partial or full payroll period beginning on the Offering Date and shall end on the last complete payroll period during the Offer Period, unless sooner terminated by the Participant as provided in Section 10. 6. Payroll Deductions. (a) At the time a Participant enrolls in the Plan, the Participant shall elect to have payroll deductions made during the Offer Period in amounts between one percent (1%) and not exceeding ten percent (10%) of the Compensation which the Participant receives during the Offer Period, subject to the limitation set forth in Section 3(b). (b) All payroll deductions made for a Participant shall be credited to the Participant’s account under the Plan and will be withheld in whole percentages only. A Participant may not make any additional payments into such account. (c) A Participant may discontinue participation in the Plan as provided in Section 10, or may increase or decrease the rate of payroll deductions during the Offer Period by submitting notice of a change of status (using such form or method (including electronic forms) as the Administrator may designate from time to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease in the rate of a Participant’s payroll deductions shall be effective as soon as administratively practicable following the date of the request. A Participant’s payroll deduction authorization (as modified by any change of status notice) shall remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Administrator shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. (d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, a Participant’s payroll deductions shall be decreased to 0%. Payroll
deductions shall recommence at the rate provided in such Participant’s payroll deduction authorization, as amended, when permitted under Section 423(b)(8) of the Code and Section 3(b), unless such participation is sooner terminated by the Participant as provided in Section 10. 7. Grant of Option. On the Offering Date, each Participant shall be granted an Option to purchase (at the applicable Purchase Price) shares of Common Stock; provided: (i) that such Option shall be subject to the limitations set forth in Sections 3(b), 6 and 12 and (ii) that such Option shall be subject to such other terms and conditions (applied on a uniform and nondiscriminatory basis), as the Administrator shall determine from time to time. Exercise of the Option shall occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10, and the Option, to the extent not exercised, shall expire on the last day of the Offer Period with respect to which such Option was granted. Notwithstanding the foregoing, shares subject to the Option may only be purchased with accumulated payroll deductions credited to a Participant’s account in accordance with Section 6. In addition, to the extent an Option is not exercised on the Exercise Date, the Option shall lapse and thereafter cease to be exercisable. 8. Exercise of Option. Unless a Participant withdraws from the Plan as provided in Section 10, the Participant’s Option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, by applying the accumulated payroll deductions in the Participant’s account to purchase the number of full shares subject to the Option by dividing such Participant’s payroll deductions accumulated prior to the Exercise Date and retained in the Participant’s account as of the Exercise Date by the applicable Purchase Price. No fractional shares will be purchased; any payroll deductions accumulated in a Participant’s account which are not sufficient to purchase a full share shall be returned to the Participant as soon as administratively practicable, without interest. In addition, any amount remaining in a Participant’s account following the purchase of shares on the Exercise Date due to the application of Section 423(b)(8) of the Code or Section 7, shall be returned to the Participant and shall not be carried over to the next Offer Period. During a Participant’s lifetime, a Participant’s Option to purchase shares hereunder is exercisable only by the Participant. 9. Delivery. After each Exercise Date on which a purchase of shares occurs, as soon as administratively practicable, the Company shall, in its discretion, either deliver to each Participant a certificate representing the shares of Common Stock purchased upon exercise of his or her Option, provide for the crediting of such shares in book entry form in the name of the Participant, or provide for an alternative arrangement for the delivery of such shares to a broker or recordkeeping service for the benefit of the Participant. In the event the Company is required to file a registration statement to issue any such certificate or otherwise deliver such shares, the Company will seek to obtain such authority. If the Company is unable to obtain from any such commission or agency authority which counsel for the Company deems necessary for the lawful issuance of any such certificate or other delivery of such shares, or if for any other reason the Corporation cannot issue or deliver shares of Common Stock and comply with Applicable Laws, the Corporation shall be relieved from liability to any Participant except that the Company shall return to each Participant to whom such shares cannot be issued or delivered the amount of the balance credited to his or her account that would have otherwise been used for the purchase of such shares. 10. Withdrawal; Termination of Employment. (a) A Participant may, by giving notice to the Company (using such form or method (including electronic forms) as the Administrator may designate from time to time), either: (i) withdraw all but not less than all the payroll deductions credited to the Participant’s account and not yet used to exercise the Participant’s Option under the Plan; or (ii) terminate future payroll deductions, but allow accumulated payroll deductions to be used to exercise the Participant’s Option under the Plan at any time. If the Participant elects withdrawal alternative (i) described above, all of the Participant’s payroll deductions credited to the Participant’s account will be paid to such Participant as soon as administratively practicable after receipt of notice of withdrawal, such Participant’s Option for the Offer Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be made during the Offer Period. If the Participant elects withdrawal alternative (ii) described above, no further payroll deductions for the purchase of shares will be made during the Offer Period, all of the Participant’s payroll deductions credited to the Participant’s account will be applied to the exercise of the Participant’s Option on the Exercise Date (subject to Sections 3(b), 6, 7 and 12), and all remaining accumulated payroll deduction amounts shall be returned to the Participant. If a Participant withdraws
from an Offer Period, payroll deductions will not resume at the beginning of the succeeding Offer Period unless the Participant enrolls in such succeeding Offer Period as provided in Section 10(b). The Administrator may, in its discretion and on a uniform and nondiscriminatory basis, specify procedures for withdrawal. (b) A Participant’s termination from Plan participation during the Offer Period precludes the Participant from again participating in this Plan during that Offer Period. However, such termination shall not have any effect upon his or her ability to participate in any succeeding Offer Period, provided that the applicable eligibility and participation requirements are again then met. A Participant’s termination from Plan participation shall be deemed to be a revocation of that Participant’s authorization of payroll deduction and such Participant must submit a new authorization of payroll deduction (using such form or method (including electronic forms) as the Administrator may designate from time to time) to resume Plan participation in any succeeding Offer Period. (c) Upon termination of a Participant’s employment relationship (as described in Section 2(l)) prior to the Exercise Date, the payroll deductions credited to such Participant’s account during the Offer Period will be returned to such Participant or, in the case of his/her death, to the person or persons entitled thereto under Section 14, and such Participant’s Option will be automatically terminated without exercise of any portion of such Option. (d) For purposes of this Plan, if a Designated Parent or Subsidiary ceases to be a Designated Parent or Subsidiary, each person employed by such Designated Parent or Subsidiary will be deemed to have terminated employment for purposes of this Plan and will no longer be an eligible Employee under the Plan, unless such person continues as an eligible Employee in respect of the Company or another Designated Parent or Subsidiary. 11. Interest. No interest shall accrue on the payroll deductions credited to a Participant’s account under the Plan. 12. Stock. (a) The maximum number of shares of Common Stock which shall be made available for sale under the Plan shall be two million five hundred thousand shares (2,500,000) shares, subject to adjustment upon changes in capitalization of the Company as provided in Section 18. If the Administrator determines that on the Exercise Date for an Offer Period the number of shares with respect to which Options are to be exercised exceeds: (x) the number of shares then available for sale under the Plan; or (y) the number of shares available for sale under the Plan on the Offering Date for such Offer Period, the Administrator may disallow the purchase of any shares, and may make a pro rata allocation of the shares remaining available for purchase on such Offering Date or Exercise Date, as applicable, and shall either continue the Offer Period then in effect or terminate the Offer Period then in effect pursuant to Section 19, below. Such allocation method shall be “bottom up,” with the result that all Option exercises for one share shall be satisfied first, followed by all exercises for two shares, and so on, until all available shares have been exhausted. Any amount remaining in a Participant’s payroll account following such pro rata allocation shall be returned to the Participant and shall not be carried over to any Offer Period, as determined by the Administrator. (b) A Participant will have no interest in or voting right with respect to shares covered by the Participant’s Option until such shares are purchased on the Participant’s behalf on the exercise date in accordance with the applicable provisions of the Plan. No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such purchase. (c) Shares to be delivered to a Participant under the Plan will be registered by the Company in the name of the Participant. 13. Administration. The Plan shall be administered by the Administrator, which shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility, to adjudicate all disputed claims filed under the Plan, and to designate separate Offerings for the eligible Employees of the Company and one or more Designated Parents or Subsidiaries, in which case the Offerings will be considered separate even if the dates of each such Offering are identical and the provisions
of the Plan will separately apply to each Offering. Every finding, decision and determination made by the Administrator shall, to the full extent permitted by Applicable Law, be final and binding upon all persons. Notwithstanding anything else contained in this Plan to the contrary, the Administrator may also adopt rules, procedures, separate offerings, or sub-plans applicable to particular Designated Parents or Subsidiaries or locations, which separate offerings or subplans may be designed to be outside the scope of Section 423 of the Code and need not comply with the otherwise applicable provisions of this Plan. The Administrator may delegate ministerial non-discretionary functions to third parties, including individuals who are officers or employees of the Company or Designated Parents or Subsidiaries. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely on the advice of experts, including professional advisors to the Company. The Administrator will not be liable for any action, omission or decision under the Plan taken, made or omitted in good faith. 14. Designation of Beneficiary. (a) Each Participant will file a designation (using such form or method (including electronic forms) as the Administrator may designate from time to time) of a beneficiary who is to receive any shares and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death. If a Participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. (b) Such designation of beneficiary may be changed by the Participant at any time by written notice. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Administrator), the Administrator shall deliver such shares and/or cash to the spouse (or domestic partner, as determined by the Administrator) of the Participant, or if no spouse (or domestic partner) is known to the Administrator, then to the issue of the Participant, such distribution to be made per stirpes (by right of representation), or if no issue are known to the Administrator, then to the heirs at law of the Participant determined in accordance with Section 27. 15. Transferability. No payroll deductions credited to a Participant’s account, Options granted hereunder, or any rights with regard to the exercise of an Option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 14) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Administrator may, in its sole discretion, treat such act as an election to withdraw funds from an Offer Period in accordance with Section 10. 16. Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions or hold them exclusively for the benefit of Participants. All payroll deductions received or held by the Company may be subject to the claims of the Company’s general creditors. Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974, as amended. The Company shall retain at all times beneficial ownership of any investments which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any Designated Parent or Subsidiary and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of the Company or a Designated Parent or Subsidiary. The Participants shall have no claim against the Company or any Designated Parent or Subsidiary for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan. 17. Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to Participants at least annually, which statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any.
18. Adjustments Upon Changes in Capitalization; Corporate Transactions. (a) Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, proportionally adjust the Reserves, the Purchase Price, the maximum number of shares that may be purchased in any Offer Period, as well as any other terms that the Administrator determines require adjustment, for: (i) any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock; (ii) any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; or (iii) any other transaction with respect to Common Stock, including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment, if any, shall be made by the Administrator and its determination shall be final, binding and conclusive. Except as the Administrator determines, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the Reserves and the Purchase Price. (b) Corporate Transactions. In the event of a proposed Corporate Transaction, each Option under the Plan shall be assumed by such successor corporation or a parent or subsidiary of such successor corporation, unless the Administrator, in the exercise of its sole discretion and in lieu of such assumption, determines to shorten the Offer Period then in progress by setting a new Exercise Date (the “New Exercise Date”). If the Administrator shortens the Offer Period then in progress in lieu of assumption in the event of a Corporate Transaction, the Administrator shall notify each Participant in writing at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that either: (i) the Participant’s Option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offer Period as provided in Section 10; or (ii) the Company shall pay to the Participant on the New Exercise Date an amount in cash, cash equivalents, or property as determined by the Administrator that is equal to the excess, if any, of (x) the Fair Market Value of the shares subject to the Option over (y) the Purchase Price due had the Participant’s Option been exercised automatically under Subsection (b)(i) above. In addition, all remaining accumulated payroll deduction amounts shall be returned to the Participant. (c) For purposes of Section 18(b), an Option granted under the Plan shall be deemed to be assumed if, in connection with the Corporate Transaction, the Option is replaced with a comparable Option with respect to shares of capital stock of the successor corporation or Parent thereof. The determination of Option comparability shall be made by the Administrator prior to the Corporate Transaction and its determination shall be final, binding and conclusive on all persons. (d) The Administrator may adopt such valuation methodologies for outstanding Options as it deems reasonable in the event of a cash or property settlement and, without limitation on other methodologies, may base such settlement solely upon the excess (if any) of the amount payable upon or in respect of such event over the Purchase Price of the Option. (e) In any of such events, the Administrator may take such action sufficiently prior to such event to the extent that the Administrator deems the action necessary to permit the Participant to realize the benefits intended to be conveyed with respect to the underlying shares in the same manner as is or will be available to stockholders generally. (f) Without limiting the generality of Section 13, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant to this Section 18, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.
19. Amendment or Termination. (a) The Administrator may at any time and for any reason terminate or amend the Plan. Except as provided in Section 18, no such termination can adversely affect Options previously granted, provided that the Plan or the Offer Period then in effect may be terminated by the Administrator by establishing a new Exercise Date for such Offer Period if the Administrator determines that the termination of the Plan or such Offer Period is in the best interests of the Company and its stockholders. Except as provided in Section 18 and this Section 19, no amendment may make any change in any Option theretofore granted which adversely affects the rights of any Participant without the consent of affected Participants. With respect to any amendment to increase the total number of shares of Common Stock under the Plan, the Administrator shall have discretion to disallow the purchase of any increased shares of Common Stock for the Offer Period in existence prior to such increase. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other Applicable Law), the Company shall obtain stockholder approval of any amendment in such a manner and to such a degree as required. (b) Without stockholder consent and without regard to whether any Participant rights may be considered to have been “adversely affected,” the Administrator shall be entitled to limit the frequency and/or number of changes in the amount withheld during Offer Periods, determine the length of any future Offer Period and frequency of purchases within each Offer Period, determine whether future Offer Periods shall be consecutive or overlapping, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, establish or change Plan or per Participant limits on share purchases, designate from time to time the Parents and/or Subsidiaries whose employees may be eligible to participate in the Plan, change the service and other qualification requirements for eligible Employees under the Plan (subject to the requirements of Section 423(b) of the Code and applicable rules and regulations thereunder), establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable and which are consistent with the Plan, in each case to the extent consistent with the requirements of Code Section 423 and other Applicable Laws. 20. Notices. (a) All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Administrator at the location, or by the person, designated by the Administrator for the receipt thereof. (b) Any person who has acquired shares under this Plan shall give prompt written notice to the Company of any sale or other transfer of the shares if such sale or transfer occurs (a) within the two-year period after the Offering Date of the Offer Period with respect to which such shares were acquired, or (b) within the twelve-month period after the Exercise Date of the Offer Period with respect to which such shares were acquired. 21. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares pursuant thereto shall comply with all Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may require the Participant to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned Applicable Laws or is otherwise advisable. In addition, no Options shall be exercised or shares issued hereunder before the Plan has been approved by stockholders of the Company as provided in Section 23. 22. Term of Plan. The Plan shall become effective upon the Effective Date. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 19.
23. Stockholder Approval. Continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws and the applicable provisions of the Company’s charter and bylaws. 24. No Employment Rights. The Plan does not, directly or indirectly, create in any employee or class of employees any right with respect to continuation of employment by the Company or a Designated Parent or Subsidiary, and it shall not be deemed to interfere in any way with such employer’s right to terminate, or otherwise modify, an employee’s employment at any time. 25. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the Company or a Designated Parent or Subsidiary, participation in the Plan shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Designated Parent or Subsidiary, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended. 26. Effect of Plan. The provisions of the Plan shall, in accordance with its terms, be binding upon, and inure to the benefit of, all successors of each Participant, including, without limitation, such Participant’s estate and the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such Participant. 27. Governing Law. The Plan is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties, except to the extent the internal laws of the State of Delaware are superseded by the laws of the United States. Should any provision of the Plan be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. 28. Dispute Resolution. The provisions of this Section 28 shall be the exclusive means of resolving disputes arising out of or relating to the Plan. The Company and the Participant, or their respective successors (the “parties”), shall attempt in good faith to resolve any disputes arising out of or relating to the Plan by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to the Plan shall be brought in the United States District Court for the Central District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in Orange County) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 28 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.
![[MISSING IMAGE: tm223596d1-px_01cleanbw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-043683/tm223596d1-px_01cleanbw.jpg) CLEAN ENERGY FUELS CORP.4675 MACARTHUR COURT, SUITE 800 NEWPORT800NEWPORT BEACH, CA 92660PRELIMINARY COPY VOTE92660 SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNET BeforeINTERNETBefore The Meeting - Go to www.proxyvote.comUsewww.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up untilinformation.Vote by 11:59 P.M. Eastern Time the day before the meeting date.ET on May 18, 2022. Have thisyour proxy card in hand when you access theaccessthe web site and then follow the instructions to obtain your records and to create an electronic votingelectronicvoting instruction form. Duringform.During The Meeting - Go to www.virtualshareholdermeeting.com/CLNE2021YouCLNE2022You may attend the meeting via the Internet and vote during the meeting. Have the information thatinformationthat is printed in the box marked by the arrow available and follow the instructions. VOTEinstructions.VOTE BY PHONE - 1-800-690-6903 Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up untilinstructions. Vote by 11:59 P.M. Eastern Time the day before the meeting date.ET onMay 18, 2022. Have thisyour proxy card in hand when you call and then follow the instructions. VOTEinstructions.VOTE BY MAIL Mark,MAILMark, sign and date thisyour proxy card and return it in the postage-paid envelope we havewehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.TO11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D46444-P51551 KEEP D73379-P67922KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACHDATED. DETACH AND RETURN THIS PORTION ONLYCLEANONLY CLEAN ENERGY FUELS CORP. For Withhold For AllForAllWithholdAllFor AllExcept To withhold authority to vote for any individualTheindividualnominee(s), mark "For All Except" and write thenumber(s) of the nominee(s) on the line below.1. To elect ten directors to the Board of DirectorsNominees: ! ! ! 01) Lizabeth Ardisana02) Karine Boissy-Rousseau03) Andrew J. Littlefair04) James C. Miller III05) Lorraine Paskett06) Stephen A. Scully07) Kenneth M. Socha08) Vincent C. Taormina09) Parker A. Weil10) Laurent WolffsheimThe Board of Directors recommends you vote FOR ALL of the director nominees in Proposal 1.1. Election of directors Nominees:All All Except nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. 01) Lizabeth Ardisana 02) Philippe Charleux 03) Andrew J. Littlefair 04) Thomas Maurisse 05) James C. Miller III06) Stephen A. Scully 07) Kenneth M. Socha 08) Vincent C. Taormina 09) Parker A. WeilThe Board of Directors recommends you vote FOR Proposalsproposals 2, 3 4 and 5.For4. For Against Abstain2. Ratification ofTo ratify the appointment of KPMG LLP as our independent registered public accounting firm for theour fiscal year ending December 31, 2021.2022. ! ! ! 3. Approval,To approve, on an advisory, non-binding basis, the compensation of our named executive compensation.4. Approval, forofficers. ! ! !4. To approve our 2022 Employee Stock Purchase Plan (the "New ESPP") and the purposereservation of complying with Nasdaq Listing Rule 5635(b), of the issuance of2,500,000 shares of our common stock upon the exercise of a warrant issued by the Company to Amazon.com NV Investment Holdings LLC. 5. Approval of an amendment to our Restated Certificate of Incorporation to increase the number of shares of our common stock we are authorized to issue from 304,000,000 to 454,000,000.NOTE:for issuance underthe New ESPP. ! ! !NOTE: Such other business will be transacted at the meeting as may properly come before the meeting or any adjournment or postponement of the meeting.Authorizedthereof. Authorized Signatures. This section must be completed for your vote to be counted. Date and sign below.Sign Below. Please sign exactly as name(s) appear(s) hereon. Jointhereon.Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Signaturetitle. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date2Date
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![[MISSING IMAGE: tm223596d1-px_02cleanbw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-043683/tm223596d1-px_02cleanbw.jpg) Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Annual Report and Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.THISwww.proxyvote.com D73380-P67922 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSDIRECTORSOF CLEAN ENERGY FUELS CORP. Annual Meeting of Stockholders June 14, 2021 9:00 AM Pacific TimeICORP.I hereby appoint Stephen A. Scully and Andrew J. Littlefair, or either of them, as proxies, with power of substitution to each, to vote all shares of common stock that I am entitled to vote at the Annual Meeting of Stockholders of Clean Energy Fuels Corp. to be held virtually (www.virtualshareholdermeeting.com/CLNE2021) on Monday, June 14, 2021Thursday, May 19, 2022 at 9:8:00 a.m. Pacific Time,am PDT, or at any adjournment or postponement thereof, in accordance with the instructions on the reverse side of this card and with the same effect as though I were present at the Annual Meetingin person and voting such shares. My appointed proxies are authorized in their discretion to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED "FOR ALL" NOMINEES FOR DIRECTOR LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2, 3 4 AND 5,4, AND IN THE DISCRETION OF THE APPOINTED PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.MEETING. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.If you vote by phone or Internet, please do not mail your proxy card.Thank You For Voting(CONTINUEDTHEREWITH. (CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE)
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